1
                                                                  EXHIBIT 10.23
                                      
                                      
                                      
                             AMENDED AND RESTATED
                          REVOLVING CREDIT AGREEMENT
                                      
                                 by and among
                                      
                         BALDWIN AMERICAS CORPORATION
                                      
                                     AND
                         BALDWIN TECHNOLOGY LIMITED,
                                      
                                 as Borrowers
                                      
                                     and
                                      
                       BALDWIN TECHNOLOGY COMPANY, INC.
                                      
                                     and
                                      
                      NATIONSBANK, NATIONAL ASSOCIATION
                                      
                                     AND
                         BANK OF BOSTON CONNECTICUT,
                                      
                                  as Lenders
                                      
                                     and
                                      
                      NATIONSBANK, NATIONAL ASSOCIATION,
                                      
                                   as Agent
                                      
                           As of December 31, 1995
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                                TABLE OF CONTENTS



                                                                                                        Page

                                            ARTICLE I

                                      DEFINITIONS AND TERMS

                                                                                                      
1.1.           Definitions.............................................................................  2
               "Accounts"..............................................................................  2
               "Advance"...............................................................................  2
               "Affiliate".............................................................................  2
               "Agent's Alternative Currency Account(s)"...............................................  2
               "Agent's Dollar Account"................................................................  3
               "Alternative Currency"..................................................................  3
               "Alternative Currency Advance"..........................................................  3
               "Applicable Commitment Percentage"......................................................  3
               "Applicable Currency"...................................................................  3
               "Applicable Margin".....................................................................  3
               "Applicable Unused Fee Rate"............................................................  4
               "Assignment and Acceptance".............................................................  4
               "Authorized Officer"....................................................................  4
               "Available Commitment Certificate"......................................................  5
               "Baldwin Foreign Subsidiary"............................................................  5
               "Baldwin Guaranty"......................................................................  5
               "Baldwin Pledge Agreement"..............................................................  5
               "Baldwin Subsidiary"....................................................................  5
               "Baldwin Technology"....................................................................  5
               "Baldwin Technology Pledge Agreement"...................................................  5
               "BAM Foreign Subsidiary"................................................................  6
               "BAM Subsidiary"........................................................................  6
               "BAM Subsidiary Guaranty"...............................................................  6
               "Base Rate".............................................................................  6
               "Board".................................................................................  6
               "Borrower Subsidiary....................................................................  6
               "Borrowers' Alternative Currency Account(s)"............................................  6
               "Borrowers' Dollar Account".............................................................  7
               "Borrowers Pledge Agreement"............................................................  7
               "Borrowing Notice"......................................................................  7
               "BTL Subsidiary"........................................................................  7
               "BTL Foreign Subsidiary"................................................................  7
               "Business Day"..........................................................................  7
               "Capital Expenditures"..................................................................  7
               "Capitalized Lease Obligation"..........................................................  7
               "Capitalized Leases"....................................................................  8
               "Closing Date"..........................................................................  8
               "Code"..................................................................................  8
               "Collateral"............................................................................  8
               "Consolidated Cash Flow"................................................................  8
               "Consolidated Fixed Charge Ratio".......................................................  8
               "Consolidated Fixed Charges"............................................................  8
               "Consolidated Funded Debt"..............................................................  8
               "Consolidated Group"....................................................................  8


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                                                                                                       Page
                                                                                                    
               "Consolidated Indebtedness for Money Borrowed"..........................................  9
               "Consolidated Indebtedness for Money

                  Borrowed/Cash Flow Ratio"............................................................  9
               "Consolidated Interest Expense".........................................................  9
               "Consolidated Net Income"...............................................................  9
               "Consolidated Net Tangible Assets"...................................................... 10
               "Consolidated Net Worth"................................................................ 10
               "Consolidated Operating EBIT"........................................................... 10
               "Consolidated Total Assets"............................................................. 10
               "Consolidated Total Capitalization"..................................................... 10
               "Consolidated Total Indebtedness"....................................................... 10
               "Contingent Obligation"................................................................. 10
               "Current Debt".......................................................................... 11
               "Current Ratio"......................................................................... 11
               "Default"............................................................................... 11
               "Dollar Advance"........................................................................ 12
               "Dollars"............................................................................... 12
               "Eligible Capital Stock"................................................................ 12
               "Enkel International"................................................................... 12
               "Enkel Pledge Agreement"................................................................ 12
               "Environmental Laws".................................................................... 12
               "Equivalent Alternative Currency Amount"................................................ 12
               "Equivalent Dollar Amount".............................................................. 12
               "ERISA"................................................................................. 13
               "Event of Default"...................................................................... 13
               "Exchange" or "Exchanged"............................................................... 13
               "Exchange Act".......................................................................... 13
               "Existing Capitalized Leases"........................................................... 13
               "Federal Funds Effective Rate".......................................................... 13
               "Fiscal Quarter"........................................................................ 13
               "Fiscal Year"........................................................................... 13
               "Fixed Assets".......................................................................... 13
               "Funded Debt"........................................................................... 14
               "Generally Accepted Accounting Principles" or

                  "GAAP"............................................................................... 14
               "Guaranties"............................................................................ 14
               "Guarantors"............................................................................ 14
               "Hazardous Material".................................................................... 14
               "Indebtedness" or "Debt"................................................................ 14
               "Indebtedness for Money Borrowed"....................................................... 15
               "Intercreditor Agreement"............................................................... 15
               "Interest Period"....................................................................... 15
               "Inventory"............................................................................. 16
               "Investment"............................................................................ 16
               "Lending Office"........................................................................ 16
               "LIBOR Business Day".................................................................... 16
               "LIBOR Loan"............................................................................ 16
               "LIBOR Rate"............................................................................ 16
               "Lien".................................................................................. 16
               "Loan" or "Loans"....................................................................... 17
               "Loan Documents"........................................................................ 17


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                                                                                                       Page

                                                                                                     
               "Material Adverse Effect"............................................................... 17
               "Multiemployer Plan".................................................................... 17
               "Notice of Alternative Currency Borrowing".............................................. 17
               "Notice of Dollar Borrowing"............................................................ 17
               "Obligations"........................................................................... 17
               "Permitted Encumbrances"................................................................ 17
               "Person"................................................................................ 17
               "Plan".................................................................................. 17
               "Pledge Agreements...................................................................... 18
               "Pledged Baldwin Technology Subsidiary Stock"........................................... 18
               "Pledged BAM Subsidiary Stock".......................................................... 18
               "Pledged Borrower Stock................................................................. 18
               "Pledged Borrower Subsidiary Stock"..................................................... 18
               "Pledged BTL Subsidiary Stock".......................................................... 18
               "Pledged Enkel Subsidiary Stock"........................................................ 18
               "Pledged Sector Subsidiary Stock"....................................................... 18
               "Pledged Stock.......................................................................... 18
               "Prime Loan"............................................................................ 18
               "Prime Rate"............................................................................ 19
               "Principal Office"...................................................................... 19
               "Rate Change Date"...................................................................... 19
               "Rate Hedging Obligations".............................................................. 19
               "Regulation D".......................................................................... 19
               "Regulatory Change"..................................................................... 19
               "Related Person"........................................................................ 20
               "Required Lenders"...................................................................... 20
               "Reserve Requirement"................................................................... 20
               "Restricted Payments"................................................................... 20
               "Revolving Credit Facility"............................................................. 20
               "Revolving Credit Notes"................................................................ 21
               "Revolving Credit Termination Date"..................................................... 21
               "Revolving Loan Commitment"............................................................. 21
               "SEC"................................................................................... 21
               "Sector Subsidiary...................................................................... 21
               "Sector Subsidiary Guaranty"............................................................ 21
               "Security Instruments".................................................................. 21
               "Senior Note Agreement"................................................................. 21
               "Senior Note Documents" ................................................................ 22
               "Significant Subsidiary"................................................................ 22
               "Single Employer Plan".................................................................. 22
               "Solvent"............................................................................... 22
               "Special Charges"....................................................................... 22
               "Subsidiary"............................................................................ 23
               "Total Commitment"...................................................................... 23
               "Unavailable Commitment Amount"......................................................... 23
               "Voting Stock".......................................................................... 23

1.2.           Accounting Terms........................................................................ 23
1.3.           Other Terms............................................................................. 23


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                                                                                                       Page

                                   ARTICLE II

                            REVOLVING CREDIT FACILITY

                                                                                                     
2.1.           Commitment.............................................................................. 24
2.2.           Amounts................................................................................. 24
2.3.           Advances................................................................................ 25
2.4.           Payment of Interest..................................................................... 26
2.5.           Payment of Principal.................................................................... 27
2.6.           Use of Proceeds......................................................................... 28
2.7.           Notes................................................................................... 28
2.8.           Pro Rata Payments....................................................................... 29
2.9.           Voluntary Reduction in Commitment....................................................... 29
2.10.          Prepayment of Loans..................................................................... 29
2.11.          Conversions and Elections of Interest Periods........................................... 30
2.12.          Fees.................................................................................... 30
2.13.          Deficiency Advances..................................................................... 31
2.14.          Unavailable Commitment Amount; Reduction in
               Commitment.............................................................................. 31
2.15.          Authority to Debit Borrower Account..................................................... 32

                                           ARTICLE III

                                 YIELD PROTECTION AND ILLEGALITY

3.1.           Additional Costs........................................................................ 32
3.2.           Suspension of Loans..................................................................... 34
3.3.           Illegality.............................................................................. 35
3.4.           Compensation............................................................................ 35
3.5.           Substitution of Loans................................................................... 36

                                           ARTICLE IV

                                   CONDITIONS TO MAKING LOANS

4.1.           Conditions of Initial Advance........................................................... 36
4.2.           Conditions of Loans..................................................................... 39

                                            ARTICLE V

                                      SECURITY; GUARANTIES

5.1.           Security................................................................................ 40
5.2.           Guaranty................................................................................ 40
5.3.           New Subsidiaries........................................................................ 40
5.4.           Certain Stock Owned by Sector Subsidiaries and
               Other Baldwin Subsidiaries.............................................................. 41
5.5.           Filing and Recording Instruments........................................................ 41
5.6.           Further Assurances...................................................................... 41


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                                                                                                      Page

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

                                                                                                     
6.1.           Organization, Etc....................................................................... 42
6.2.           Business; Financial Statements.......................................................... 42
6.3.           Actions Pending......................................................................... 43
6.4.           Title to Properties..................................................................... 44
6.5.           Tax Returns and Payments................................................................ 44
6.6.           Conflicting Agreements and Other Matters................................................ 45
6.7.           ERISA................................................................................... 45
6.8.           Environmental Matters................................................................... 47
6.9.           Labor Relations......................................................................... 48
6.10.          Disclosure.............................................................................. 48
6.11.          Status Under Certain Federal Statutes................................................... 48
6.12.          Margin Stock............................................................................ 49
6.13.          No Consents, Etc........................................................................ 49
6.14.          Solvency................................................................................ 49
6.15.          Restrictions on Dividends............................................................... 50
6.16.          No Senior or Equal Debt................................................................. 50
6.17.          Survival of Warranties and Representations.............................................. 50

                                           ARTICLE VII

                                      AFFIRMATIVE COVENANTS

7.1.           Financial Reporting..................................................................... 50
7.2.           Inspection of Property.................................................................. 55
7.3.           Corporate Existence, Etc................................................................ 55
7.4.           Payment of Taxes and Claims............................................................. 55
7.5.           Compliance with Laws, Etc............................................................... 56
7.6.           Maintenance of Properties............................................................... 56
7.7.           Insurance............................................................................... 56
7.8.           Scope of Business....................................................................... 56
7.9.           Environmental Compliance................................................................ 56
7.10.          Maintenance of Books and Records........................................................ 57
7.11.          Payment of Trade Payables............................................................... 58
7.12.          Pay Indebtedness to Lenders and Perform other
               Covenants............................................................................... 58
7.13.          Environmental Reports................................................................... 58
7.14.          Notice of Discharge of Hazardous Material or
               Environmental Complaint................................................................. 58
7.15.          Indemnification......................................................................... 59
7.16.          Further Assurances...................................................................... 59
7.17.          Use of Proceeds......................................................................... 59
7.18.          New Subsidiaries........................................................................ 59


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                                                                                                      Page

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

                                                                                                     
8.1.           Financial Covenants..................................................................... 60
8.2.           Restricted Payments..................................................................... 62
8.3.           Liens and Other Restrictions............................................................ 63
8.4.           Indebtedness............................................................................ 71
8.5.           Compliance with ERISA................................................................... 73
8.6.           Tax Sharing............................................................................. 75
8.7.           Fiscal Year............................................................................. 75
8.8.           Amendments to Agreements................................................................ 75
8.9.           Ownership of Borrower and Guarantor Stock............................................... 75

                                           ARTICLE IX

                               EVENTS OF DEFAULT AND ACCELERATION

9.1.           Events of Default....................................................................... 75
9.2.           Agent to Act............................................................................ 79
9.3.           Cumulative Rights....................................................................... 79
9.4.           No Waiver............................................................................... 79
9.5.           Allocation of Proceeds.................................................................. 79

                                            ARTICLE X

                                            THE AGENT

10.1.          Appointment............................................................................. 80
10.2.          Attorneys-in-fact....................................................................... 80
10.3.          Limitation on Liability................................................................. 80
10.4.          Reliance................................................................................ 80
10.5.          Notice of Default....................................................................... 81
10.6.          No Representations...................................................................... 81
10.7.          Indemnification......................................................................... 82
10.8.          Lender.................................................................................. 82
10.9.          Resignation............................................................................. 82
10.10.         Sharing of Payments, Etc................................................................ 83
10.11.         Fees.................................................................................... 83

                                           ARTICLE XI

                                          MISCELLANEOUS

11.1.          Assignments and Participations.......................................................... 84
11.2.          Notices................................................................................. 86
11.3.          Setoff.................................................................................. 88
11.4.          Survival................................................................................ 88
11.5.          Expenses................................................................................ 89
11.6.          Amendments.............................................................................. 89
11.7.          Counterparts............................................................................ 90


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                                                                                                      Page

                                                                                                     
11.8.          Termination............................................................................. 90
11.9.          GOVERNING LAW........................................................................... 91
11.10.         Representation and Warranty of the Lenders.............................................. 91
11.11.         Agreement Controls...................................................................... 91
11.12.         CONSENT TO JURISDICTION; OTHER WAIVERS.................................................. 91

EXHIBIT A      Applicable Commitment Percentages.......................................................A-1
EXHIBIT B      Form of Assignment and Acceptance.......................................................B-1
EXHIBIT C      Form of Available Commitment Certificate................................................C-1
EXHIBIT D      Notice of Dollar Borrowing..............................................................D-1
EXHIBIT D      Notice of Alternative Currency Borrowing................................................D-3
EXHIBIT E      Form of Revolving Credit Promissory Note................................................E-1
EXHIBIT F      Form of Solvency Certificates...........................................................F-1

EXHIBIT G      Form of Opinions of Counsel for the Borrowers
               and the Guarantors......................................................................G-1
EXHIBIT G      Form of Opinion of Bermuda Counsel for BTL..............................................G-2
EXHIBIT H      Form of BTL Note Pledge Agreement.......................................................H-1

EXHIBIT I      Form of Notice of Appointment (or Revocation)
               of Authorized Officer...................................................................I-1

SCHEDULE 1.1-A           Alternative Currencies........................................................I-2
SCHEDULE 6.1             Incorporation, Foreign Qualification and
                         Ownership of Borrowers, Borrower 
                         Subsidiaries and Baldwin Subsidiaries.........................................I-3

SCHEDULE 6.3             Actions Pending...............................................................I-4
SCHEDULE 8.3(a)          Indebtedness Secured by Liens.................................................I-5
SCHEDULE 8.3(f)          Transactions with Affiliates..................................................I-6
SCHEDULE 8.4(a)          Existing Junior Indebtedness..................................................I-7
SCHEDULE 8.4(b)          Existing Capitalized Leases...................................................I-8
SCHEDULE 9.1(k)          Permitted Holders of More than 49%
                         Voting Control of Baldwin.....................................................I-9


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                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

         THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of
December 31, 1995 (as amended or supplemented from time to time, the
"Agreement"), is made by and among:

         BALDWIN AMERICAS CORPORATION, a corporation organized and existing
under the laws of the State of Delaware and currently having its principal
executive office in Rosemont, Illinois ("BAM"), and BALDWIN TECHNOLOGY LIMITED,
a corporation organized and existing under the laws of Bermuda and currently
having its principal place of business in Hamilton, Bermuda ("BTL") (BAM and BTL
being referred to collectively as the "Borrowers" and individually as a
"Borrower");

         BALDWIN TECHNOLOGY COMPANY, INC., a corporation organized and existing
under the laws of the State of Delaware ("Baldwin"), of which BAM and BTL are
wholly-owned Subsidiaries,

         NATIONSBANK, NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States of America (formerly
known as NationsBank of North Carolina, National Association) ("NationsBank"),
Bank of Boston Connecticut, a banking corporation organized and existing under
the laws of the State of Connecticut ("Bank of Boston") and each other lender
which may hereafter execute and deliver an Assignment and Acceptance (as defined
below) with respect to this Agreement pursuant to Section 11.1 (hereinafter
NationsBank, Bank of Boston and all such lenders may be referred to individually
as a "Lender" or collectively as the "Lenders"); and

         NATIONSBANK, NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States of America (formerly
known as NationsBank of North Carolina, National Association) in its capacity as
agent for the Lenders (in such capacity, the "Agent").

                              W I T N E S S E T H:

         WHEREAS, the Borrowers, Baldwin, the Lenders party thereto, and
NationsBank, as Agent entered into that certain Revolving Credit Agreement dated
as of November 23, 1993 (the "Initial Credit Agreement"), pursuant to which the
Lenders thereunder made available to the Borrowers a revolving credit facility
in the maximum aggregate principal amount outstanding at any time of
$20,000,000; and

         WHEREAS, the Borrowers, Baldwin, NationsBank, as Lender, NationsBank,
as Agent, and Bank of Boston entered into a First Amendment to Revolving Credit
Agreement dated as of March 31, 1994 (the "First Amendment"); and
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         WHEREAS, the Borrowers, Baldwin, NationsBank, as Agent, NationsBank and
Bank of Boston, as Lenders entered into a Second Amendment to Revolving Credit
Agreement dated as of August 1, 1995 (the "Second Amendment") (the Initial
Credit Agreement, as amended by the First Amendment and the Second Amendment,
being referred to as the "Existing Credit Agreement"); and

         WHEREAS, the parties wish to amend and restate the Existing Credit
Agreement under the terms and conditions hereinafter set forth;

         NOW, THEREFORE, the Borrowers, Baldwin, the Lenders and the Agent
hereby amend and restate the Existing Credit Agreement in its entirety as
follows:

                                    ARTICLE I

                              DEFINITIONS AND TERMS

         1.1. DEFINITIONS. For the purposes of this Agreement, in addition to
the definitions set forth above, the following terms shall have the respective
meanings set forth below:

                  "Accounts" means all accounts receivable owing to any Borrower
         or any of its consolidated Subsidiaries;

                  "Advance" means a borrowing of new funds under the Revolving
         Credit Facility consisting of the aggregate principal amount of a Prime
         Loan or a LIBOR Loan;

                  "Affiliate" means a Person (i) which directly or indirectly
         through one or more intermediaries controls, or is controlled by, or is
         under common control with, a Borrower, a Borrower Subsidiary, Baldwin
         or a Baldwin Subsidiary; (ii) which beneficially owns or holds 5% or
         more of any class of the outstanding voting stock (or in the case of a
         Person which is not a corporation, 5% or more of the equity interest)
         of a Borrower, a Borrower Subsidiary, Baldwin or a Baldwin Subsidiary;
         or (iii) 5% or more of any class of the outstanding voting stock (or in
         the case of a Person which is not a corporation, 5% or more of the
         equity interest) of which is beneficially owned or held by a Borrower,
         a Borrower Subsidiary, Baldwin or a Baldwin Subsidiary. The term
         "control" means the possession, directly or indirectly, of the power to
         direct or cause the direction of the management and policies of a
         Person, whether through ownership of voting stock, by contract or
         otherwise;

                  "Agent's Alternative Currency Account(s)" means the account(s)
         of the Agent maintained by the Agent at the Principal Office or at such
         other location(s) specified in writing from time to time by the Agent
         to the Borrowers and the Lenders;

                                        2
   11
                  "Agent's Dollar Account" means the account of the Agent
         maintained by the Agent at the Principal Office;

                  "Alternative Currency" means any of the currencies specified
         in Schedule 1.1-A, and any other currency as to which all Lenders and
         the Borrowers from time to time may agree, in each case that is freely
         transferable and available to all Lenders in the London inter-bank
         deposit market;

                  "Alternative Currency Advance" means an Advance denominated in
         an Alternative Currency;

                  "Applicable Commitment Percentage" means, for each Lender,
         with respect to the Obligations hereunder, a fraction (expressed as a
         percentage), the numerator of which shall be the amount of such
         Lender's Revolving Loan Commitment at the date of determination and the
         denominator of which shall be the Total Commitment, which Applicable
         Commitment Percentage for each Lender as of the Closing Date is as set
         forth in Exhibit A attached hereto and incorporated herein by
         reference; provided that the Applicable Commitment Percentage of each
         Lender shall be increased or decreased to reflect any assignments to or
         by such Lender effected in accordance with Section 11.1 hereof;

                  "Applicable Currency" means any Alternative Currency selected
         by the Borrowers pursuant to Section 2.3(c);

                  "Applicable Margin" means (a) initially, 1.25%, and (b)
         commencing on the first Rate Change Date after December 31, 1996, the
         margin set forth below opposite the applicable Consolidated
         Indebtedness for Money Borrowed/Cash Flow Ratio with respect to the 
         LIBOR Loans:



                Consolidated
            Indebtedness for Money          Applicable
           Borrowed/Cash Flow Ratio           Margin
                                           
             Less than 2.00 to 1.00           1.00%

             Less than or equal to            1.25%
             2.50 to 1.00 and greater
             than or equal to 2.00
             to 1.00

             Greater than 2.50 to 1.00        1.50%


         provided, however, that the Applicable Margin shall be adjusted on each
         Rate Change Date from and after December 31, 1996, based upon the
         Consolidated Indebtedness for Money Borrowed/Cash Flow Ratio for the
         period comprised of the four consecutive Fiscal Quarters ended on the
         immediately preceding Calculation Date, to be the margin set out above
         opposite the

                                        3
   12
         applicable Consolidated Indebtedness for Money Borrowed/Cash Flow
         Ratio. Such change in the Applicable Margin shall be applicable to all
         LIBOR Loans extended, renewed, continued or converted on or after such
         Rate Change Date.

                  "Applicable Unused Fee Rate" means (a) initially, .375% per
         annum, and (b) commencing on the first Rate Change Date after December
         31, 1996, the rate set forth below opposite the applicable 



                Consolidated
           Indebtedness for Money                Applicable Unused
          Borrowed/Cash Flow Ratio                    Fee Rate

                                                     
           Less than 2.00 to 1.00                     .300%

           Less than or equal to                      .375%
           2.50 to 1.00 and greater
           than or equal to 2.00
           to 1.00

           Greater than 2.50 to 1.00                  .450%


         provided, however, that the Applicable Unused Fee Rate shall be
         adjusted on each Rate Change Date from and after December 31, 1996,
         based upon the Consolidated Indebtedness for Money Borrowed/Cash Flow
         Ratio for the period comprised of the four consecutive Fiscal Quarters
         ended on the immediately preceding Calculation Date, to be the margin
         set out above opposite the applicable Consolidated Indebtedness for
         Money Borrowed/Cash Flow Ratio.

                  "Assignment and Acceptance" shall mean an Assignment and
         Acceptance in the form of Exhibit B attached hereto and incorporated
         herein by reference (with blanks appropriately filled in) executed by
         the assignor Lender, the assignee, the Agent and the Borrowers and
         delivered to the Agent in connection with an assignment of a Lender's
         interest under this Agreement pursuant to Section 11.1;

                  "Authorized Officer" means (i) any of the Chairman, President,
         Executive Vice Presidents, Senior Vice Presidents, Vice Presidents or
         Chief Financial Officer of any Borrower, or (ii) any other person
         expressly designated by any person described in clause (i) as an
         Authorized Officer for purposes of this Agreement, as set forth from
         time to time in a certificate to such effect delivered to the Agent in
         substantially the form of Exhibit I hereto;

                                        4
   13
                  "Available Commitment Certificate" means a certificate in the
         form set forth in Exhibit C attached hereto and incorporated herein by
         reference;

                  "Baldwin Foreign Subsidiary" means any Subsidiary of Baldwin
         (other than BAM, BTL, any Borrower Subsidiary or any Sector Subsidiary)
         that is organized and existing under the laws of a country other than
         the United States;

                  "Baldwin Guaranty" means that Amended and Restated Guaranty
         Agreement of even date herewith by and between Baldwin and the Agent,
         pursuant to which Baldwin has unconditionally guaranteed the payment
         and performance of the Obligations, as the same may be modified,
         amended, or supplemented from time to time as therein permitted;

                  "Baldwin Pledge Agreement" means that Amended and Restated
         Pledge Agreement of even date herewith by and between Baldwin and the
         Agent, pursuant to which Baldwin has assigned, transferred, pledged and
         set over unto the Agent for the benefit of the Lenders its Pledged
         Borrower Stock and Pledged Sector Subsidiary Stock, together with all
         dividends paid upon, all securities received in addition to and in
         exchange for, and all rights to subscribe for securities incident to,
         its Pledged Borrower Stock and Pledged Sector Subsidiary Stock, to
         secure the payment and performance of Baldwin's obligations pursuant to
         the Baldwin Guaranty and the Baldwin Pledge Agreement, as the same may
         be modified, amended or supplemented from time to time as therein
         permitted;

                  "Baldwin Subsidiary" means BAM, BTL, any Sector
         Subsidiary or any other Subsidiary of Baldwin;

                  "Baldwin Technology" means Baldwin Technology Corporation, a
         corporation organized and existing under the laws of the State of
         Connecticut, and a wholly-owned Subsidiary of BAM;

                  "Baldwin Technology Pledge Agreement" means that Amended and
         Restated Pledge Agreement of even date herewith by and between Baldwin
         Technology and the Agent, pursuant to which Baldwin Technology has
         assigned, transferred, pledged and set over unto the Agent for the
         benefit of the Lenders its Pledged Baldwin Technology Subsidiary Stock,
         together with all dividends paid upon, all securities received in
         addition to and in exchange for, and all rights to subscribe for
         securities incident to, its Pledged Baldwin Technology Subsidiary
         Stock, to secure the payment and performance of Baldwin Technology's
         obligations pursuant to the BAM Subsidiary Guaranty and the Baldwin
         Technology Pledge Agreement, as the same may be modified, amended or
         supplemented from time to time as therein permitted;

                                        5
   14
                  "BAM Foreign Subsidiary" means Enkel Foreign Sales
         Corporation or any other Subsidiary of BAM (other than Baldwin
         Technology, Kansa Corporation, Enkel Corporation, Misomex of
         North America, Inc. or Baldwin Graphic Systems, Inc.) that is
         organized and existing under the laws of a country other than
         the United States;

                  "BAM Subsidiary" means (i) Baldwin Technology, (ii) Kansa
         Corporation, a Kansas corporation, (iii) Enkel Corporation, a Delaware
         corporation, (iv) Enkel Foreign Sales Corporation, a United States
         Virgin Islands corporation, (v) Enkel International, (vi) Misomex of
         North America, Inc., a Delaware corporation, (vii) Baldwin Graphic
         Systems, Inc., a Delaware corporation, or (viii) any other Person that
         is, at any time, a Subsidiary of BAM;

                  "BAM Subsidiary Guaranty" means that Amended and Restated
         Guaranty Agreement of even date herewith by and among the BAM
         Subsidiaries (other than Enkel Foreign Sales Corporation and Enkel
         International) and the Agent, pursuant to which such BAM Subsidiaries
         have unconditionally, jointly and severally guaranteed the payment and
         performance of the Obligations, as the same may be modified, amended,
         or supplemented from time to time as therein permitted;

                  "Base Rate" means, with respect to a LIBOR Loan, in respect of
         the Interest Period specified by an Authorized Officer in the Borrowing
         Notice for such LIBOR Loan, the rate (expressed as a percentage and
         rounded upward if necessary to the nearest 1/100 of 1%) (which shall be
         the same for each day of such Interest Period) determined by the Agent
         in good faith in accordance with its usual procedures for its customers
         generally to be the average of the rates per annum for deposits in
         Dollars or the Applicable Currency (as the case may be) offered to
         major money center banks in the London interbank market at
         approximately 11:00 A.M. London time two (2) LIBOR Business Days prior
         to the commencement of the applicable Interest Period in an amount
         approximately equal to the principal amount of, and for a period
         comparable to the Interest Period for, such LIBOR Loan;

                  "Board" means the Board of Governors of the Federal
         Reserve System (or any successor body);

                  "Borrower Subsidiary" means any Subsidiary of a Borrower;

                  "Borrower Account"  means the Borrowers' Dollar Account
         and the Borrowers' Alternative Currency Account, collectively;

                  "Borrowers' Alternative Currency Account(s)" means the
         account(s) of the Borrowers maintained by the Borrowers for Alternative
         Currency Advances specified in writing from time to time by the
         Borrowers and the Agent;

                                        6
   15
                  "Borrowers' Dollar Account" means (i) demand deposit account
         number 001-009-27-319 in the name of BAM and BTL with NationsBank of
         Georgia, National Association, or (ii) any successor account of the
         Borrowers with the Agent, which may be maintained at one or more
         offices of the Agent, or an agent for the Agent;

                  "Borrowers Pledge Agreement" means that Amended and Restated
         Pledge Agreement of even date herewith by and between each Borrower and
         the Agent, pursuant to which each Borrower has assigned, transferred,
         pledged and set over unto the Agent for the benefit of the Lenders its
         Pledged Borrower Subsidiary Stock, together with all dividends paid
         upon, all securities received in addition to and in exchange for, and
         all rights to subscribe for securities incident to, its Pledged
         Borrower Subsidiary Stock, to secure the payment and performance of the
         Obligations, as the same may be modified, amended or supplemented from
         time to time as therein permitted;

                  "Borrowing Notice" means a Notice of Dollar Borrowing or
         a Notice of Alternative Currency Borrower;

                  "BTL Subsidiary" means, at any time, any Subsidiary of
         BTL;

                  "BTL Foreign Subsidiary" means any Subsidiary of BTL that is
         organized and existing under the laws of a country other than the
         United States;

                  "Business Day" means any day which is not a Saturday, Sunday
         or legal holiday and which is a day on which NationsBank is open for
         business generally with the public in the State of North Carolina and
         commercial banks are not authorized or required to be closed in New
         York City;

                  "Calculation Date" means the last day of each Fiscal
         Quarter;

                  "Capital Expenditures" means for any period the sum of (i) the
         aggregate gross amount of additions to property, plant and equipment
         (which are classified as such in accordance with GAAP and have a useful
         life in excess of one year) of Baldwin and its Subsidiaries during such
         period plus (ii) with respect to any Capitalized Lease entered into by
         Baldwin or any Baldwin Subsidiary during such period, the capitalized
         amount of the obligations of Baldwin or such Subsidiary with respect to
         such Capitalized Lease determined in accordance with GAAP applied on a
         consistent basis;

                  "Capitalized Lease Obligation" means any payment
         obligation under or with respect to any Capitalized Lease;

                                        7
   16
                  "Capitalized Leases" means all leases which have been or
         should be capitalized in accordance with GAAP as in effect from time to
         time including Statement No. 13 of the Financial Accounting Standards
         Board and any successor thereof;

                  "Closing Date" means the date as of which this Agreement is
         executed by the Borrowers, the Agent and NationsBank and on which the
         conditions set forth in Section 4.1 hereof have been satisfied or
         waived by NationsBank;

                  "Code" means the Internal Revenue Code of 1986, as
         amended from time to time;

                  "Collateral" means all assets, instruments and other
         properties, real, personal and intellectual, and interests now or
         hereafter subject to a Lien granted pursuant to any Security Instrument
         and all products and proceeds thereof;

                  "Consolidated Cash Flow" means, with respect to Baldwin and
         its Subsidiaries for any period, the aggregate sum of (i) Consolidated
         Operating EBIT, plus (ii) depreciation and amortization, on a
         consolidated basis in accordance with GAAP;

                  "Consolidated Fixed Charge Ratio" means, with respect to
         Baldwin and its Subsidiaries for any period, the sum of (i)
         Consolidated Operating EBIT, (ii) depreciation and (iii) amortization,
         divided by Consolidated Fixed Charges, on a consolidated basis in
         accordance with GAAP (but excluding the effect of the capital
         expenditure by Misomex AB of SEK 22.4 million prior to July 5, 1995 to
         acquire certain buildings in Hagersten, Sweden that are occupied by
         Misomex AB), provided that for the purposes of calculating the
         Consolidated Fixed Charge Ratio for the period of four consecutive
         Fiscal Quarters ended December 31, 1995, March 31, 1996, June 30, 1996
         or September 30, 1996, the effect of the Special Charges shall also be
         excluded;

                  "Consolidated Fixed Charges" means, with respect to Baldwin
         and its Subsidiaries for any period, the sum of (i) Consolidated
         Interest Expense, (ii) current maturities of Funded Debt, (iii) (to the
         extent not included in clause (ii)) current maturities of Capitalized
         Leases, (iv) dividend expense and (v) without duplication, other
         Capital Expenditures, on a consolidated basis in accordance with GAAP;

                  "Consolidated Funded Debt" means, as at any date of
         determination, the aggregate total Funded Debt of Baldwin and its
         Subsidiaries on a consolidated basis in accordance with GAAP;

                  "Consolidated Group" means Baldwin and its Subsidiaries,
         taken as a whole;

                                        8
   17
                  "Consolidated Indebtedness for Money Borrowed" means, at any
         date of determination, the aggregate total Indebtedness for Money
         Borrowed of Baldwin and its Subsidiaries on a consolidated basis in
         accordance with GAAP;

                  "Consolidated Indebtedness for Money Borrowed/Cash Flow Ratio"
         means, with respect to Baldwin and its Subsidiaries for any period, (i)
         Consolidated Indebtedness for Money Borrowed as at the last day of such
         period, divided by (ii) Consolidated Cash Flow for such period, on a
         consolidated basis in accordance with GAAP;

                  "Consolidated Interest Expense" means, with respect to Baldwin
         and its Subsidiaries for any period, the gross interest expense of
         Baldwin and its Subsidiaries determined on a consolidated basis in
         accordance with GAAP applied on a consistent basis, including, without
         limitation, (i) the amortization of debt discounts, (ii) the
         amortization of all fees (including, without limitation, fees with
         respect to interest rate protection agreements) payable in connection
         with the incurrence of Indebtedness to the extent included in interest
         expense and (iii) the portion of any Capitalized Lease allocable to
         interest expense. For purposes of the foregoing, gross interest expense
         shall be determined after (x) giving effect to any net payments made or
         received by Baldwin and its Subsidiaries with respect to interest rate
         protection agreements entered into as a hedge against interest rate
         exposure; and (y) excluding therefrom the gross interest expense of any
         Person accrued prior to the date it becomes a Subsidiary;

                  "Consolidated Net Income" means, with respect to any period,
         consolidated gross revenues of Baldwin and its Subsidiaries less all
         operating and non-operating expenses of Baldwin and its Subsidiaries
         including all charges of a proper character (including current and
         deferred taxes on income, provision for taxes on unremitted foreign
         earnings which are included in gross revenues, amortization,
         depreciation and current additions to reserves), but not including in
         gross revenues any gains (net of expenses and taxes applicable thereto)
         in excess of losses resulting from the sale, conversion or other
         disposition of assets (other than Inventory and used equipment in the
         ordinary course of the business of Baldwin and its Subsidiaries), any
         earnings or losses attributable to any corporation which is not a
         Subsidiary of Baldwin, any gains arising from transactions of a
         nonrecurring and material nature, any gains arising from the sale or
         discontinuation of operations, any gains resulting from the write-up of
         assets, any equity of Baldwin or any of its Subsidiaries in the
         unremitted earnings of any corporation which is not a Subsidiary of
         Baldwin, any earnings of any Person acquired by Baldwin or any of its
         Subsidiaries through purchase, merger or consolidation or otherwise for
         any year

                                        9
   18
         prior to the year of acquisition, any revenues of Baldwin or any of its
         Subsidiaries from sales of goods or services to any other Subsidiary of
         Baldwin or to Baldwin, or any deferred credit representing the excess
         of equity in any Subsidiary at the date of acquisition over the cost of
         the investment in such Subsidiary; all determined in accordance with
         GAAP;

                  "Consolidated Net Tangible Assets" means (i) Consolidated
         Total Assets, less (ii) the sum of (a) unamortized patents, copyrights,
         trademarks, trade names, franchises, goodwill, and other similar
         intangibles; (b) unamortized debt discount and expense; and (c) all
         liabilities of Baldwin and its Subsidiaries on a consolidated basis as
         of the most recent balance sheet, determined in accordance with GAAP,
         other than Consolidated Funded Debt, minority interests and deferred
         taxes;

                  "Consolidated Net Worth" means, on any date as of which the
         amount thereof is to be determined, the shareholders' equity of Baldwin
         and its Subsidiaries, determined on a consolidated basis in accordance
         with GAAP, except that such amount shall (i) include preferred stock
         (other than preferred stock which would not qualify as Eligible Capital
         Stock), and (ii) exclude non-cash losses from discontinued operations
         and any foreign exchange translation adjustments;

                  "Consolidated Operating EBIT" means, with respect to Baldwin
         and its Subsidiaries for any period, the sum of (i) Consolidated Net
         Income, (ii) Consolidated Interest Expense and (iii) (to the extent
         deducted in calculating Consolidated Net Income) current and deferred
         taxes on income and provision for taxes on unremitted foreign earnings
         which are included in gross revenues, all on a consolidated basis in
         accordance with GAAP;

                  "Consolidated Total Assets" means the aggregate total assets
         of Baldwin and its Subsidiaries on a consolidated basis as of the most
         recent balance sheet, determined in accordance with GAAP;

                  "Consolidated Total Capitalization" means (a) for purposes of
         Section 8.4(a)(iv) hereof, the sum of (i) Consolidated Funded Debt,
         plus (ii) Consolidated Net Worth; and (b) for purposes of Section
         8.4(a)(v) hereof, the sum of (i) Consolidated Total Indebtedness plus

         (ii) Consolidated Net Worth;

                  "Consolidated Total Indebtedness" means the aggregate total
         Indebtedness of Baldwin and its Subsidiaries, on a consolidated basis
         in accordance with GAAP;

                  "Contingent Obligation" of any Person means any obliga-
         tion of such Person guaranteeing or in effect guaranteeing any

                                       10
   19
         Indebtedness, dividend or other obligation of any other Person (the
         "primary obligor") in any manner, whether directly or indirectly,
         including obligations of such Person however incurred:

                           (i)      to purchase such Indebtedness or other
                  obligation of the primary obligor or any property or
                  assets constituting security therefor;

                           (ii) to advance or supply funds in any manner (A) for
                  the purchase or payment of such Indebtedness or other
                  obligation of the primary obligor, or (B) to maintain a
                  minimum working capital, net worth or other balance sheet
                  condition or any income statement condition of the primary
                  obligor so as to enable the primary obligor to pay such
                  Indebtedness or other obligation;

                           (iii) to grant or convey any lien, security interest,
                  pledge, charge or other encumbrance on any property or assets
                  of such Person to secure payment of such Indebtedness or other
                  obligation of the primary obligor;

                           (iv) to lease property or to purchase securities or
                  other property or services primarily for the purpose of
                  assuring the owner or holder of such Indebtedness or
                  obligation of the ability of the primary obligor to make
                  payment of such Indebtedness or other obligation; or

                           (v)      otherwise to assure the owner of the
                  Indebtedness or such obligation of the primary obligor
                  against loss in respect thereof;

                  "Current Debt" means, as applied to any Person, (i) all
         Indebtedness of such Person that matures within one year or less from
         the date of its creation and is not renewable or extendable beyond such
         period at the option of such Person, including all payments in respect
         of Funded Debt that are required to be made within one year from the
         date of determination of such Funded Debt, and (ii) bankers and trade
         acceptances, whenever maturing;

                  "Current Ratio" shall mean on any date as of which the amount
         thereof is to be determined, the ratio of (a) the current assets of
         Baldwin and its Subsidiaries, determined on a consolidated basis in
         accordance with GAAP, to (b) the current liabilities of Baldwin and its
         Subsidiaries, determined on a consolidated basis in accordance with
         GAAP;

                  "Default" means any event or condition which, with the giving
         or receipt of notice or lapse of time or both, would constitute an
         Event of Default hereunder;

                                       11
   20
                  "Dollar Advance" means an Advance denominated in Dollars;

                  "Dollars" and the symbol "$" means dollars constituting legal
         tender for the payment of public and private debts in the United States
         of America;

                  "Eligible Capital Stock" means any class or series of capital
         stock of Baldwin other than any class or series which has fixed payment
         obligations or is redeemable at the option of the holder unless such
         fixed payment obligations or repurchase obligations on exercise of such
         redemption option can be satisfied, at the election of Baldwin through
         the issuance of shares of common stock;

                  "Enkel International" means Enkel International Sales
         Corporation, an Illinois corporation;

                  "Enkel Pledge Agreement" means that Amended and Restated
         Pledge Agreement of even date herewith by and between Enkel Corporation
         and the Agent, pursuant to which Enkel Corporation has assigned,
         transferred, pledged and set over to the Agent for the benefit of the
         Lenders its Pledged Enkel Subsidiary Stock, together with all dividends
         paid upon, all securities received in addition to and in exchange for,
         and all rights to subscribe for securities incident to, its Pledged
         Enkel Subsidiary Stock, to secure the payment and performance of Enkel
         Corporation's obligations pursuant to the BAM Subsidiary Guaranty and
         the Enkel Pledge Agreement, as the same may be modified, amended or
         supplemented from time to time, as therein permitted;

                  "Environmental Laws" means, collectively, the Comprehensive
         Environmental Response, Compensation and Liability Act of 1980, as
         amended, the Superfund Amendments and Reauthorization Act of 1986, the
         Resource Conservation and Recovery Act, the Toxic Substances Control
         Act, as amended, the Clean Air Act, as amended, the Clean Water Act, as
         amended, any other "Superfund" or "Superlien" law or any other federal,
         or applicable state or local statute, law, ordinance, code, rule,
         regulation, order or decree regulating, relating to, or imposing
         liability or standards of conduct concerning, any hazardous, toxic or
         dangerous waste, substance or material, as now or at any time hereafter
         in effect;

                  "Equivalent Alternative Currency Amount" means the amount of
         any Alternative Currency required to purchase a given amount of
         Dollars, as quoted by the Agent immediately following receipt by the
         Agent of notice of any borrowing, continuation, conversion, prepayment
         or repayment of Loans, or the request of any Borrower or any Lender;

                  "Equivalent Dollar Amount" means the amount of Dollars
         that may be purchased with a given amount of an Alternative

                                       12
   21
         Currency, as quoted by the Agent immediately following receipt by the
         Agent of notice of any borrowing, continuation, conversion, prepayment
         or repayment of Loans, or the request of any Borrower or any Lender;

                  "ERISA" means, at any date, the Employee Retirement Income
         Security Act of 1974 and the regulations thereunder, all as the same
         shall be in effect at such date;

                  "Event of Default" means any of the occurrences set forth
         as such in Section 9.1 hereof;

                  "Exchange" or "Exchanged" each refers to a conversion of a
         Loan denominated in an Alternative Currency from such Alternative
         Currency into the Equivalent Dollar Amount thereof;

                  "Exchange Act" means the Securities Exchange Act of 1934,
         as amended;

                  "Existing Capitalized Leases" means those Capitalized Leases
         of Baldwin and its Subsidiaries existing on the Closing Date that are
         listed on Schedule 8.4;

                  "Federal Funds Effective Rate" for any day, as used herein,
         means the rate per annum (rounded upward to the nearest 1/100 of 1%)
         announced by the Federal Reserve Bank of New York (or any successor) on
         such day as being the weighted average of the rates on overnight
         Federal funds transactions arranged by Federal funds brokers on the
         previous trading day, as computed and announced by such Federal Reserve
         Bank (or any successor) in substantially the same manner as such
         Federal Reserve Bank computes and announces the weighted average it
         refers to as the "Federal Funds Effective Rate" as of the date of this
         Agreement; provided, if such Federal Reserve Bank (or its successor)
         does not announce such rate on any day, the "Federal Funds Effective
         Rate" for such day shall be the Federal Funds Effective Rate for the
         last day on which such rate was announced;

                  "Fiscal Quarter" of Baldwin or any Borrower means the 3- month
         period ending each March 31, June 30, September 30 and December 31 in
         any Fiscal Year;

                  "Fiscal Year" of Baldwin or any Borrower means the 12- month
         period of the Borrower commencing on July 1 of each calendar year and
         ending on June 30 of the subsequent calendar year;

                  "Fixed Assets" shall mean all assets of Baldwin and its
         Subsidiaries which are classified as "property, plant and equipment" on
         the balance sheet in accordance with GAAP;

                                       13
   22
                  "Funded Debt" shall mean, as applied to any Person, (i) all
         Indebtedness of such Person that matures more than one year from the
         date of its creation or matures within one year or less from the date
         of its creation but is renewable or extendable at the option of such
         Person to a date more than one year from the date of its creation, and
         (ii) any Current Debt which remains outstanding beyond one year from
         the date of its creation or its occurrence, but excluding bankers or
         trade acceptances whenever maturing;

                  "Generally Accepted Accounting Principles" or "GAAP" means
         generally accepted accounting principles in the United States of
         America applied on a consistent basis through the relevant periods;

                  "Guaranties" means, collectively, the Baldwin Guaranty, the
         Sector Subsidiary Guaranty, the BAM Subsidiary Guaranty and any other
         guaranty executed by a BAM Subsidiary, a BTL Subsidiary or other Person
         pursuant to Section 5.3 or 8.3(b) hereof, as such Guaranties may be
         amended or supplemented from time to time;

                  "Guarantors" means, collectively, Baldwin, the Sector
         Subsidiaries, the BAM Subsidiaries (other than BAM Foreign
         Subsidiaries, the BTL Subsidiaries (other than BTL Foreign
         Subsidiaries) and any other Person that has executed a Guaranty and
         (pursuant to such Guaranty) is a guarantor of the Obligations;

                  "Hazardous Material" means and includes any hazardous or toxic
         waste, substance or material, the generation, handling, storage,
         disposal, treatment or emission of which is subject to any
         Environmental Law in effect on any date;

                  "Indebtedness" or "Debt" of a Person shall mean (i)
         indebtedness of such Person for borrowed money, whether short-term or
         long-term and whether secured or unsecured, (ii) all obligations of
         such Person evidenced by bonds, debentures, notes or other similar
         instruments, (iii) obligations of such Person under Capitalized Leases,
         (iv) obligations of such Person arising under acceptance facilities,
         (v) the undrawn face amount of, and unpaid reimbursement obligations in
         respect of, all letters of credit issued for the account of such
         Person, (vi) all obligations of such Person upon which interest charges
         are customarily paid, (vii) all obligations of such Person under
         conditional sale or other title retention agreements relating to
         property purchased by such Person (even though the rights and remedies
         of the seller or lender under such agreement in the event of default
         are limited to repossession or sale of such property), (viii) all
         executory obligations of such Person in respect of Rate Hedging
         Obligations, except that if any agreement relating to such obligations
         provides for the netting of amounts payable by and

                                       14
   23
         to such Person thereunder or if any such agreement provides for the
         simultaneous payment of amounts by and to such Person, then in each
         such case, the amount of such obligations shall be the net amount
         thereof, and (ix) all Contingent Obligations in respect of Indebtedness
         of other Persons;

                  "Indebtedness for Money Borrowed" of a Person means (i) all
         indebtedness, obligations and liabilities of such Person for money
         borrowed which are evidenced by bonds, debentures, notes or other
         similar instruments, whether short-term or long-term and whether
         secured or unsecured, and (ii) all Capitalized Leases; provided,
         however, the term "Indebtedness for Money Borrowed" shall specifically
         exclude payroll indebtedness and trade indebtedness incurred in the
         ordinary course of business provided such trade indebtedness has a
         maturity of less than one year;

                  "Intercreditor Agreement" means that Amended and Restated
         Intercreditor Agreement of even date herewith by and among NationsBank
         as collateral agent thereunder, the Agent, John Hancock Mutual Life
         Insurance Company, John Hancock Variable Life Insurance Company, John
         Hancock Life Insurance Company of America, and acknowledged and agreed
         to by BAM and BTL, as amended or supplemented from time to time;

                  "Interest Period" for each LIBOR Loan means a period
         commencing on the date such LIBOR Loan is made or converted and each
         subsequent period commencing on the last day of the immediately
         preceding Interest Period for such LIBOR Loan, as the case may be, and
         ending, at the Borrowers' option, on the date one, two, three or six
         months thereafter as notified to the Agent by an Authorized Officer
         three (3) LIBOR Business Days prior to the beginning of such Interest
         Period; provided, that,

                       (i) if an Interest Period for a LIBOR Loan would end on a
                  day which is not a LIBOR Business Day, such Interest Period
                  shall be extended to the next LIBOR Business Day (unless such
                  extension would cause the applicable Interest Period to end in
                  the succeeding calendar month, in which case such Interest
                  Period shall end on the next preceding LIBOR Business Day);

                      (ii) any Interest Period which begins on the last LIBOR
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last LIBOR
                  Business Day of a calendar month;

                     (iii) no Interest Period shall extend past the third
                  anniversary of the Closing Date; and

                                       15
   24
                      (iv) there shall not be more than five (5) Interest
                  Periods with respect to LIBOR Loans in effect on any day;

                  "Inventory" means and includes any and all goods, merchandise
         and other personal property, including, without limitation, goods in
         transit now owned or hereafter acquired by any Borrower or any of its
         consolidated Subsidiaries and held for sale or lease, furnished under
         any contract of service or held as raw materials, work-in-process, or
         supplies or materials used or consumed in such Borrower's or Borrower
         Subsidiary's business;

                  "Investment" means with respect to any Person any direct or
         indirect loans or advances of money, credit (including all indebtedness
         and accounts receivable from such other Person) or property to, or
         purchases, repurchases or acquisitions of the securities or obligations
         or all or a substantial part of the assets or properties of, or
         partnership or joint venture interests in, or a capital contribution to
         or other form of investment in, any other Person or the assumption of
         any liability of another Person which, in each case, does not arise
         from sales to such other Person in the ordinary course of business;

                  "Lending Office" means, as to each Lender, the Lending Office
         of such Lender designated on the signature pages hereof or in an
         Assignment and Acceptance or such other office of such Lender (or of an
         affiliate of such Lender) as such Lender may from time to time specify
         to the Borrower and the Agent as the office by which its Loans are to
         be made and maintained;

                  "LIBOR Business Day" means a Business Day on which the
         relevant international financial markets are open for the transaction
         of the business contemplated by this Agreement in London, England and
         New York, New York;

                  "LIBOR Loan" means all of the Loans for which the rate of
         interest is determined by reference to the LIBOR Rate;

                  "LIBOR Rate" means, for the Interest Period for any LIBOR
         Loan, the rate of interest per annum determined pursuant to the
         following formula:



                  LIBOR Rate =                Base Rate                     +   Applicable Margin
                               --------------------------------------------
                                                        
                                       1 - Reserve Requirement
                                       in effect on the first
                                         day of the Interest
                                        Period applicable to
                                          such LIBOR Loan


                  "Lien" means any mortgage, pledge, security interest,
         encumbrance, statutory or other lien (including any agreement to give
         any of the foregoing, any conditional sale or other title retention
         agreement, any lease in the nature thereof and

                                       16
   25
         the filing of or agreement to give any financing statement under the
         Uniform Commercial Code of any jurisdiction, except as a precautionary
         filing in connection with true leases) or any other type of
         preferential arrangement securing any obligation;

                  "Loan" or "Loans" means any of the LIBOR Loans or Prime Loans,
         as the context may require, made pursuant to Section 2.1 hereof;

                  "Loan Documents" means collectively, and individually any one
         of, this Agreement, the Revolving Credit Notes, the Intercreditor
         Agreement, the Guaranties, the Security Instruments, and all other
         instruments and documents hereafter executed and delivered by any
         Borrower, any Guarantor or any other Person in connection with the
         Loans made under this Agreement, as any or all of the same may be
         amended, modified or supplemented from time to time;

                  "Material Adverse Effect" on a Person means a material adverse
         effect on the business, properties or condition, financial or
         otherwise, of such Person;

                  "Multiemployer Plan" means any Plan which is a
         "multiemployer plan" as such term is defined in section
         4001(a)(3) of ERISA;

                  "Notice of Alternative Currency Borrowing" has the
         meaning specified in Section 2.3(c)(i);

                  "Notice of Dollar Borrowing" has the meaning specified in
         Section 2.3(b)(i);

                  "Obligations" means all obligations, liabilities and
         Indebtedness of any Borrower with respect to the payment of (i) all
         principal and interest on the Loans as evidenced by the Notes, and (ii)
         all fees, expenses and other payments required by or under this
         Agreement or any other Loan Document to which it is a party;

                  "Permitted Encumbrances" means each Lien permitted under
         Section 8.3(a) hereof;

                  "Person" means an individual, partnership, corporation, trust,
         unincorporated organization, association, joint venture or a government
         or agency or political subdivision thereof;

                  "Plan" means an "employee pension benefit plan" (as defined in
         section 3(2) of ERISA) which is or has been established or maintained,
         or to which contributions are or have been made, by Baldwin, any
         Borrower or any of their Related Persons;

                                       17
   26
                  "Pledge Agreements" means, collectively, the Borrowers Pledge
         Agreement, the Baldwin Pledge Agreement and the Baldwin Technology
         Pledge Agreement, the Enkel Pledge Agreement, or any other pledge
         agreement executed by any Person pursuant to Section 5.3, 8.3(b) or
         8.3(c) hereof, pursuant to which stock is pledged to secure the
         Obligations, as any such Pledge Agreement may be amended or
         supplemented from time to time;

                  "Pledged Baldwin Technology Subsidiary Stock" means all of the
         capital stock of each Subsidiary of Baldwin Technology, now or
         hereafter issued and outstanding;

                  "Pledged BAM Subsidiary Stock" means (a) all of the capital
         stock, now or hereafter issued and outstanding of each BAM Subsidiary
         other than a BAM Foreign Subsidiary, and (b) sixty-five percent (65%)
         of all of the capital stock, now or hereafter issued and outstanding,
         of each BAM Foreign Subsidiary;

                  "Pledged Borrower Stock" means all of the capital stock
         of each Borrower, now or hereafter issued and outstanding;

                  "Pledged Borrower Subsidiary Stock" means the Pledged BAM
         Subsidiary Stock and the Pledged BTL Subsidiary Stock,
         collectively;

                  "Pledged BTL Subsidiary Stock" means (a) all of the capital
         stock, now or hereafter issued and outstanding, of each BTL Subsidiary
         other than a BTL Foreign Subsidiary, and (b) sixty-five percent (65%)
         of all of the capital stock, now or hereafter issued and outstanding,
         of any BTL Foreign Subsidiary;

                  "Pledged Enkel Subsidiary Stock" means (a) all of the capital
         stock, now or hereafter issued and outstanding, of each Subsidiary of
         Enkel Corporation other than a BAM Foreign Subsidiary and (b)
         sixty-five percent (65%) of all of the capital stock, now or hereafter
         issued and outstanding, of each Subsidiary of Enkel that is a BAM
         Foreign Subsidiary;

                  "Pledged Sector Subsidiary Stock" means all of the
         capital stock of each Sector Subsidiary now or hereafter
         issued and outstanding;

                  "Pledged Stock" means the Pledged Borrower Stock, the
         Pledged Borrower Subsidiary Stock, the Pledged Baldwin
         Technology Subsidiary Stock, the Pledged Enkel Subsidiary
         Stock and the Pledged Sector Subsidiary Stock, collectively;

                  "Prime Loan" means all of the Loans for which the rate of
         interest is determined by reference to the Prime Rate, provided that no
         Loan denominated in an Alternative Currency

                                       18
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         may be a Prime Loan except under the circumstances described
         in Section 3.3;

                  "Prime Rate" means the rate of interest per annum established
         by the Agent as its prime rate from time to time. The Prime Rate is not
         necessarily the best or the lowest rate of interest offered by the
         Agent;

                  "Principal Office" means the principal office of the Agent at
         One Independence Center, 101 North Tryon Street, Charlotte, North
         Carolina 28255-0001, Attention: Dana Weir or such other office and
         address as the Agent may from time to time designate;

                  "Rate Change Date" means each February 15th, May 15th,
         September 1st and November 15th;

                  "Rate Hedging Obligations" of a Person means any and all
         obligations of such Person, whether absolute or contingent and however
         and whenever created, arising, evidenced or acquired (including all
         renewals, extensions and modifications thereof and substitutions
         therefor), under (i) any and all agreements, devices or arrangements
         designed to protect at least one of the parties thereto from the
         fluctuations of interest rates, exchange rates or forward rates
         applicable to such party's assets, liabilities or exchange
         transactions, including, but not limited to, dollar-denominated or
         cross-currency interest rate exchange agreements, forward currency
         exchange agreements, interest rate cap or collar protection agreements,
         forward rate currency or interest rate options, puts, warrants and
         those commonly known as interest rate "swap" agreements; and (ii) any
         and all cancellations, buybacks, reversals, terminations or assignments
         of any of the foregoing;

                  "Regulation D" means Regulation D of the Board as the
         same may be amended or supplemented from time to time;

                  "Regulatory Change" means, with respect to any Lender, any
         change effective after the Closing Date (or in the case of an assignee
         of a Lender after the effective date of such assignment) in United
         States federal or state laws or regulations (including Regulation D and
         capital adequacy regulations) or foreign laws or regulations or the
         adoption or making after such date of any interpretations, guidelines,
         policies, directives or requests applying to a class of banks, which
         includes such Lender, under any United States federal or state or
         foreign laws or regulations (whether or not having the force of law),
         by any court or governmental or monetary authority charged with the
         interpretation or administration thereof whether or not failure to
         comply therewith would be unlawful and whether or not published or
         proposed prior to the date hereof (and including without limitation any
         such change related to or in response to the August 1988 report of the

                                       19
   28
         Basle Committee on Banking Regulations and Supervisory
         Practices);

                  "Related Person" shall, for plan purposes, mean, with respect
         to any Person, any trade or business, whether or not incorporated,
         which, together with such Person, is under common control, as defined
         in section 414(b) or (c) of the Code;

                  "Required Lenders" means, as of any date, Lenders on such date
         having Credit Exposures (as defined below) aggregating at least
         two-thirds of the aggregate Credit Exposures of all the Lenders on such
         date. For purposes of the preceding sentence, the amount of the "Credit
         Exposure" of each Lender shall be equal to the aggregate principal
         amount of the Loans owing to such Lender, or if there are no Loans
         outstanding from such Lender, the aggregate unutilized amount of such
         Lender's Revolving Loan Commitment;

                  "Reserve Requirement" means, for any LIBOR Loan, the average
         aggregate rate at which reserves (including, without limitation, any
         marginal, supplemental or emergency reserves) are required to be
         maintained with respect thereto under Regulation D by the Lenders with
         respect to Dollar funding (or funding in the Applicable Currency, as
         the case may be) in the London interbank market in the case of any
         LIBOR Loan. Without limiting the effect of the foregoing, the Reserve
         Requirement shall reflect any other reserves required to be maintained
         by such Lenders by reason of any Regulatory Change against (i) any
         category of liabilities which includes deposits by reference to which
         the Base Rate is to be determined or (ii) any category of extensions of
         credit or other assets which include LIBOR Loans;

                  "Restricted Payments" shall mean (a) the declaration, payment
         or making, directly or indirectly, of any dividend, payment or other
         distribution, other than dividends payable solely in common stock of
         Baldwin, on or with respect to any of the capital stock of Baldwin, any
         Borrower or any of their Subsidiaries or the setting apart of any funds
         or property therefor, or (b) the making of any payment on account of
         the purchase, redemption, retirement or other acquisition, direct or
         indirect, or the forgiveness or foreclosure of any Debt owed to
         Baldwin, any Borrower or any of their Subsidiaries and secured by a
         pledge of, the capital stock of Baldwin, any Borrower or any of their
         Subsidiaries (other than a purchase or other acquisition of capital
         stock of a Sector Subsidiary from such Sector Subsidiary by Baldwin or
         another Sector Subsidiary of Baldwin);

                  "Revolving Credit Facility" means the facility described
         in Article II hereof providing for Loans to the Borrowers by

                                       20
   29
         the Lenders in the aggregate principal amount of the Total
         Commitment;

                  "Revolving Credit Notes" or "Notes" means the revolving credit
         promissory notes of the Borrower executed and delivered to the Lenders
         as provided in Section 2.7 hereof in substantially the form attached
         hereto as Exhibit E and incorporated herein by reference;

                  "Revolving Credit Termination Date" means the earlier to occur
         of (i) the third anniversary of the Closing Date, or (ii) any other
         date upon which the Total Commitment shall terminate in accordance with
         the terms hereof;

                  "Revolving Loan Commitment" means with respect to each Lender,
         the obligation of such Lender to make Loans to the Borrower up to an
         aggregate principal amount at any one time outstanding equal to such
         Lender's Applicable Commitment Percentage of the Total Commitment as
         the same may be increased or decreased from time to time pursuant to
         this Agreement;

                  "SEC" means the United States Securities and Exchange
         Commission, or any governmental body or agency hereafter succeeding to
         the functions of such securities and Exchange Commission in the
         administration of the Securities Act of 1933, as amended, or the
         Exchange Act;

                  "Sector Subsidiary" means (i) Baldwin Europe Consolidated
         Inc., a Delaware corporation, or (ii) Baldwin Asia Pacific
         Corporation, a Delaware corporation;

                  "Sector Subsidiary Guaranty" means that Amended and Restated
         Guaranty Agreement of even date herewith by and among the Sector
         Subsidiaries and the Agent, pursuant to which the Subsidiaries have
         unconditionally, jointly and severally guaranteed the payment and
         performance of the Obligations, as the same may be modified, amended,
         or supplemented from time to time as therein permitted;

                  "Security Instruments" means collectively, and individually
         any one of, the Pledge Agreements and all other agreements, instruments
         and other documents, whether now existing or hereafter in effect,
         pursuant to which any Borrower, any Guarantor or any other Person shall
         grant or convey to the Agent for the benefit of the Lenders a Lien or
         other right or interest in property as security for all or any portion
         of the Obligations;

                  "Senior Note Agreement" means the Senior Note Agreement dated
         as of October 29, 1993, among Baldwin, BAM and BTL and the Purchasers
         (as defined therein);

                                       21
   30
                  "Senior Note Documents" means, collectively, (a) the Senior
         Note Agreement, (b) the Joint and Several Senior Notes by BAM and BTL
         pursuant to the Senior Note Agreement, (c) the Guaranty executed by
         Baldwin in favor of the Purchasers and other Assured Parties (as
         defined therein), pursuant to the Senior Note Agreement, (d) the other
         guaranties executed by any Borrower Subsidiaries, Sector Subsidiaries
         or other Person in connection with the Joint and Several Senior Notes
         or the Senior Note Agreement, (e) any pledge agreements executed by
         Baldwin or any other Person in connection with the Joint and Several
         Senior Notes or the Senior Note Agreement, and (f) the other Related
         Agreements (as defined in the Senior Note Agreement);

                  "Significant Subsidiary" means (a) each Borrower, (b) each
         Guarantor, and (c) each other Subsidiary of Baldwin which at the time
         in question would satisfy the definition of a "Significant Subsidiary"
         as set forth in Regulation S-X promulgated under the Exchange Act (17
         C.F.R. Section 210.1-02(v)) on the date of this Agreement on the basis
         that Baldwin's and its other Subsidiaries' equity in the income from
         continuing operations of such Subsidiary exceeds 20 percent (20%) of
         such income of the Consolidated Group;

                  "Single Employer Plan" means any Plan covered by Title IV of
         ERISA of Baldwin, any Borrower or any of their Subsidiaries, which is
         not a Multi-employer Plan;

                  "Solvent" means, when used with respect to any Person, that at
         the time of determination:

                       (i) the fair value of its assets (both at fair valuation
                  and at present fair saleable value on an orderly basis) is in
                  excess of the total amount of its liabilities, including,
                  without limitation, Contingent Obligations; and

                      (ii) it is then able and expects to be able to pay its
                  debts as they mature and does not intend to, and does not
                  believe that it will, incur debts beyond its ability to repay
                  such debts as they mature; and

                     (iii) it has capital sufficient to carry on its
                  business as conducted and as proposed to be conducted.

         With respect to Contingent Obligations, such liabilities shall be
         computed at the amount which, in light of all the facts and
         circumstances existing at the time, represent the amount which can
         reasonably be expected to become an actual or matured liability;

                  "Special Charges" means special charges to income taken
         by Baldwin prior to March 31, 1996, in an aggregate amount not

                                       22
   31
         to exceed $3,000,000, which special charges relate to (a) severance
         amounts paid to terminated employees in Germany or (b) claims by
         brokers of printing press accessories in Germany that such brokers are
         entitled to compensation because of Baldwin's termination of certain
         brokerage relationships with them;

                  "Subsidiary" means as to any Person (i) any corporation of
         which such Person shall, at the time as of which any determination is
         being made, own, either directly or through its Subsidiaries, more than
         (x) 50% of the total combined voting power of all classes of the Voting
         Stock and (y) 50% of the beneficial interest, (ii) any other
         corporation which is otherwise permitted to be consolidated with such
         Person under GAAP, and (iii) any partnership, association, joint
         venture or other form of business organization, whether or not it
         constitutes a legal entity, in which such Person directly or
         indirectly, through its Subsidiaries has more than 50% of the equity
         interest at the time;

                  "Total Commitment" means an amount equal to $20,000,000, as
         reduced from time to time in accordance with Section 2.9 or Section
         2.14 hereof;

                  "Unavailable Commitment Amount" has the meaning assigned
         in Section 2.14 hereof;

                  "Voting Stock" shall mean any securities of any class of a
         Person whose holders are entitled under ordinary circumstances to vote
         for the election of directors of such Person (or Persons performing
         similar functions) (irrespective of whether at the time securities of
         any other class or classes shall have or might have voting power by
         reason of the happening of any contingency).

         1.2. ACCOUNTING TERMS. Unless otherwise specified herein, all
accounting terms not specifically defined herein shall have the meanings
assigned to such terms and shall be interpreted in accordance with GAAP applied
on a consistent basis.

         1.3. OTHER TERMS. All references to the Borrower, the Lenders or the
Agent shall be deemed to include any successor or permitted assign of any
thereof. The terms "hereof," "herein," "hereunder," "hereto," and similar terms
shall be deemed to refer to this Agreement as a whole and not to any particular
provision hereof, unless the context shall clearly require otherwise. All plural
terms shall have a corresponding meaning when used in the singular, and all
singular terms shall have a corresponding meaning when used in the plural.

                                       23
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                                   ARTICLE II

                            REVOLVING CREDIT FACILITY

         2.1. COMMITMENT. Subject to the terms and conditions of this Agreement,
each Lender severally agrees to make Advances to the Borrowers from time to time
from the Closing Date until, but not including, the Revolving Credit Termination
Date, each Advance to be in Dollars or an Equivalent Dollar Amount of the
Alternative Currency, in an amount calculated on a pro rata basis as to the
total borrowing requested by the Borrowers on any day determined by such
Lender's Applicable Commitment Percentage up to but not exceeding the Revolving
Loan Commitment of such Lender; provided, however, that the Lender will not be
required and shall have no obligation to make any Advance (i) so long as a
Default or an Event of Default has occurred and is continuing or (ii) if the
Agent has accelerated the maturity of the Revolving Credit Notes as a result of
an Event of Default or (iii) if the Borrowers have not furnished to the Agent
the Available Commitment Certificate required pursuant to Section 7.1(m) hereof;
provided further, however, that immediately after giving effect to each Advance,
the aggregate principal amount of outstanding Loans (including without
limitation the Equivalent Dollar Amount of outstanding Alternative Currency
Advances, based on the respective exchange rates used at the time of such
Advances) shall not exceed the Total Commitment less the Unavailable Commitment
Amount (without duplication). Within such limits, the Borrowers may borrow,
repay and reborrow hereunder, on any Business Day from the Closing Date until,
but (as to borrowings and reborrowings) not including, the Revolving Credit
Termination Date; provided, however, that (x) no LIBOR Loan shall be made less
than one month before the third anniversary of the Closing Date and (y) each
LIBOR Loan may, subject to the provisions of Section 2.5, be repaid only on the
last day of the Interest Period with respect thereto (except as permitted by
Section 2.10(c) hereof). If at any time the aggregate principal amount of
outstanding Loans (including without limitation the Equivalent Dollar Amount of
outstanding Alternative Currency Advances, based on the respective exchange
rates used at the time of such Advances) exceeds the Total Commitment less the
Unavailable Commitment Amount (without duplication), each Borrower, jointly and
severally, shall immediately reduce the outstanding principal balance of the
Loans to the extent of such excess, together with accrued and unpaid interest on
the amounts prepaid and payment of all sums payable by any Borrower as set forth
in Section 3.4 hereof.

         2.2. AMOUNTS. Each Advance made hereunder and conversions under Section
2.11 shall be in an amount of at least $750,000 (or, in the case of an
Alternative Currency Advance, the Equivalent Alternative Currency Amount of at
least $750,000), or such greater amount which is an integral multiple of
$250,000 (or, in the case of an Alternative Currency Advance, the Equivalent
Alternative Currency Amount of $250,000) in excess thereof or in an amount

                                       24
   33
equal to the entire difference of the Total Commitment less the aggregate
principal amount of Loans then outstanding.

         2.3.  ADVANCES.

                  (a) Each Advance shall be, at the option of the Borrowers
specified in the Borrowing Notice furnished to the Agent pursuant to subsection
2.3(b) hereof, either a Prime Loan or a LIBOR Loan, which shall in each case be
made or maintained by each Lender at its Principal Office. Not more than five
(5) Prime Loans and five (5) LIBOR Loans may be outstanding at the same time.

                  (b)(i) Notice of Dollar Borrowing. An Authorized Officer shall
give the Agent (1) at least three (3) LIBOR Business Days' irrevocable
telephonic notice of each Dollar Advance that will be a LIBOR Loan prior to
11:00 A.M., Charlotte, North Carolina time; or (2) irrevocable telephonic notice
of each Dollar Advance that will be a Prime Loan prior to 11:00 A.M., Charlotte,
North Carolina time, on the day of such proposed Prime Loan (each such notice
referred to in subpart (1) and (2) being referred to as a "Notice of Dollar
Borrowing"). Each such Notice of Dollar Borrowing, which shall be effective upon
receipt by the Agent, shall specify the amount of the borrowing, the type (Prime
or LIBOR) of Loan, the date of borrowing and, if a LIBOR Loan, the Interest
Period to be used in the computation of interest. An Authorized Officer shall
provide the Agent written confirmation of each such telephonic notice in the
form attached hereto as Exhibit D-1 and incorporated herein by reference with
appropriate insertions, but failure to provide such confirmation shall not
affect the validity of such telephonic notice. Notice of receipt of such Notice
of Dollar Borrowing shall be provided by the Agent to each Lender by telephone
with reasonable promptness, but not later than 1:00 P.M., Charlotte, North
Carolina time, on the same day as Agent's receipt of such telephonic notice. The
Agent shall provide each Lender written confirmation of such telephonic
confirmation, but failure to provide such notice shall not affect the validity
of such telephonic notice.

                  (ii) Funding of Dollar Borrowing. Not later than 3:00 P.M.,
Charlotte, North Carolina time, on the date specified for each borrowing under
this Section 2.3(b), each Lender shall, pursuant to the terms and subject to the
conditions of this Agreement, make the amount of the Dollar Advance or Dollar
Advances to be made by it on such day available to the Agent, by depositing or
transferring the proceeds thereof in Dollars and in immediately available funds
at the Agent's Dollar Account. The amount so received by the Agent shall,
subject to the terms and conditions of this Agreement, be made available to the
Borrowers by depositing the proceeds thereof in Dollars and in immediately
available funds in the Borrowers' Dollar Account.

                  (c)(i) Notice of Alternative Currency Borrowing.  An
Authorized Officer shall give the Agent at least three (3) LIBOR

                                       25
   34
Business Days' irrevocable telephonic notice of each Alternative Currency
Advance prior to 11:00 A.M., Charlotte, North Carolina time (each such notice
being referred to as a "Notice of Alternative Currency Borrowing"). Each such
Notice of Alternative Currency Borrowing, which shall be effective upon receipt
by the Agent, shall specify the amount of the borrowing, the Alternative
Currency of the borrowing, that such Loan is a LIBOR Loan, the date of borrowing
and the Interest Period to be used in the computation of interest. An Authorized
Officer shall provide the Agent written confirmation of each such telephonic
notice in the form attached hereto as Exhibit D-2 and incorporated herein by
reference with appropriate insertions, but failure to provide such confirmation
shall not affect the validity of such telephonic notice. Notice of receipt of
such Notice of Alternative Currency Borrowing shall be provided by the Agent to
each Lender by telephone with reasonable promptness, but not later than 1:00
P.M., Charlotte, North Carolina time, on the same day as Agent's receipt of such
telephonic notice. The Agent shall provide each Lender written confirmation of
such telephonic confirmation, but failure to provide such notice shall not
affect the validity of such telephonic notice.

                  (ii) Funding of Alternative Currency Borrowing. Not later than
3:00 P.M., Charlotte, North Carolina time, on the date specified for each
borrowing under this Section 2.3(c), each Lender shall, pursuant to the terms
and subject to the conditions of this Agreement, make the amount of the
Alternative Currency Advance or Alternative Currency Advances to be made by it
on such day available to the Agent, by depositing or transferring the proceeds
thereof in the Applicable Currency and in immediately available funds at the
Agent's Alternative Currency Account for the Applicable Currency. The amount so
received by the Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrowers by depositing the proceeds thereof
in the Applicable Currency and in immediately available funds in the Borrowers'
Alternative Currency Account for the Applicable Currency.

         2.4.  PAYMENT OF INTEREST.

                  (a) Each Borrower, jointly and severally, shall pay interest
to the Agent for the account of each Lender on the outstanding and unpaid
principal amount of each Loan made by such Lender for the period commencing on
the date of such Loan until such Loan shall be due at the then applicable Prime
Rate for Prime Loans or LIBOR Rate for LIBOR Loans, as designated by an
Authorized Officer pursuant to Section 2.3 hereof or as otherwise provided
herein; provided, however, that if any amount shall not be paid when due (at
maturity, by acceleration or otherwise), such amount shall bear interest
thereafter (1) in the case of a LIBOR Loan, until the end of the current
Interest Period with respect to such LIBOR Loan, at a rate of two percent (2%)
above such LIBOR Rate or the maximum rate permitted by applicable law, whichever
is lower and (2) after the end of such Interest Period, and at all such

                                       26
   35
times with respect to Prime Loans, at a rate of interest per annum which shall
be two percent (2%) above the Prime Rate or the maximum rate permitted by
applicable law, whichever is lower, from the date such amount was due and
payable until the date such amount is paid in full. Interest on any Loan shall
be paid in Dollars to the Agent at the Agent's Dollar Account (or, with respect
to Loans denominated in Alternative Currencies, in the Applicable Currency at
the Agent's Alternative Currency Account for the Applicable Currency).

                  (b) Interest on each LIBOR Loan shall be computed on the basis
of a year of 360 days and calculated for the actual number of days elapsed.
Interest on each Prime Loan shall be computed on the basis of a year of 365 days
and calculated for the actual number of days elapsed. Interest on each Loan
shall be paid (1) quarterly in arrears on each December 31, March 31, June 30
and September 30 beginning March 31, 1996 and continuing through and including
the Revolving Credit Termination Date with respect to any Prime Loan outstanding
during such quarter, (2) on the last day of the applicable Interest Period for
each LIBOR Loan, provided that if such Interest Period extends for six months,
interest shall also be paid on the day three months after the first day of such
Interest Period, and (3) upon payment in full of the principal amount of such
Loan. Payments of interest with respect to each LIBOR Loan pursuant to the
preceding sentence shall consist of accrued and unpaid interest on the
applicable LIBOR Loan from and including the first day of the Interest Period
applicable to such LIBOR Loan (or, in the case of the payment of interest on the
last day of an Interest Period of six months for a LIBOR Loan, from and
including the date of prior payment of interest on such LIBOR Loan during such
Interest Period) to but excluding the date of payment. Payments of interest with
respect to each Prime Loan pursuant to the second preceding sentence shall
consist of accrued and unpaid interest on the applicable Prime Loan from and
including the first day such Prime Loan is outstanding to but excluding either
the date of payment or conversion of such Prime Loan.

                  (c)      Promptly after the determination of any interest
rate provided for herein or any change therein, the Agent shall give notice 
thereof to the Borrowers.

         2.5.  PAYMENT OF PRINCIPAL.

                  (a) The principal amount of each Loan shall be due and payable
in full on the Revolving Credit Termination Date. Each Borrower, jointly and
severally, shall be responsible for each such principal amount.

                  (b) Each payment of principal (including any prepayment) of
any Loan shall be made in an amount of at least $750,000 (or in the case of Loan
denominated in an Alternative Currency, the Equivalent Alternative Currency
Amount of at least $750,000) or such greater amount which is an integral
multiple of $250,000 (or

                                       27
   36
in the case of Loan denominated in an Alternative Currency, the Equivalent
Alternative Currency Amount of at least $250,000) in excess thereof or in an
amount equal to the entire outstanding principal balance of such Loan to the
Agent, for the account of each Lender's applicable Lending Office, in Dollars
and in immediately available funds before 3:00 P.M., Charlotte, North Carolina
time, on the date such payment is due. Each payment of principal on any Loan
(including any prepayment) shall be made in Dollars to the Agent at the Agent's
Dollar Account (or, with respect to Loans denominated in Alternative Currencies,
in the Applicable Currency at the Agent's Alternative Current Account for the
Applicable Currency). Payments received by the Agent after such time shall be
deemed received on the next succeeding Business Day. The Agent may, but shall
not be obligated to, debit the amount of any such payment which is not made by
such time to any ordinary deposit account of the Borrowers with the Agent. Any
Borrower shall endeavor to give the Agent prior telephonic notice of any payment
of principal, such notice to be given by not later than 11:00 A.M., Charlotte,
North Carolina time, on the date of such payment.

                  (c) The Agent shall deem any payment by or on behalf of the
Borrowers hereunder that is not made both (1) in Dollars (or, in the case of
Loan denominated in an Alternative Currency, in the Applicable Currency) and in
immediately available funds and (2) prior to 3:00 P.M., Charlotte, North
Carolina time (other than if such payment is made by a debit by the Agent to an
account of any Borrower therewith), to be a non-conforming payment. Any such
payment shall not be deemed to be received by the Agent until the time such
funds become available funds, provided that in the case of a nonconforming
payment described in clause (2) above such payment shall be deemed received on
the next succeeding Business Day. The Agent shall give prompt telephonic notice
to the Borrowers and each of the Lenders (confirmed in writing) if any payment
is non-conforming.

                  (d) In the event that any payment hereunder or under the Notes
becomes due and payable on a day other than a Business Day, then, subject to the
restrictions set forth in clause (ii) of the definition of "Interest Period,"
such due date shall be extended to the next succeeding Business Day; provided
that interest shall continue to accrue during the period of any such extension.

         2.6. USE OF PROCEEDS. The proceeds of the Loans made pursuant to the
Revolving Credit Facility shall be used by the Borrowers and their Subsidiaries
to finance working capital needs, for the repayment of any debt obligations of
the Borrowers and their Subsidiaries existing on the date of this Agreement and
for general corporate purposes of the Borrowers.

         2.7.  NOTES.  All Loans made by each Lender shall be evidenced
by, and be repayable with interest, jointly and severally by each
Borrower, in accordance with the terms of, a promissory note

                                       28
   37
payable to the order of such Lender in the amount of its Applicable Commitment
Percentage of the Total Commitment, which Note shall be dated the Closing Date
or such later date pursuant to an Assignment and Acceptance and shall be duly
completed, executed and delivered by each Borrower. Each Lender is hereby
authorized to record the date and amount of each Loan made by such Lender, and
the date and amount of each payment of principal thereof, on such Lender's
internal books and records and then attach such information as a schedule to its
Note, provided that the failure of any Lender so to record any such information
(or any error in such recordation) shall not affect the Obligations of any
Borrower with respect to such Loan.

         2.8. PRO RATA PAYMENTS. Except as otherwise provided herein, (a) each
payment by any Borrower on account of the principal of and interest on the Loans
and fees (other than the Agent's fees payable under Section 10.11 hereof, which
shall be retained by the Agent) described in this Agreement shall be made to the
Agent for the account of the Lenders pro rata based on their Applicable
Commitment Percentages (other than with respect to a "deficiency advance" under
Section 2.13), (b) all payments to be made by any Borrower for the account of
each of the Lenders on account of principal, interest and fees, shall be made
without set-off or counterclaim, and (c) the Agent will promptly distribute
payments received to the Lenders entitled thereto.

         2.9. VOLUNTARY REDUCTION IN COMMITMENT. The Borrowers shall have the
right from time to time, upon not less than three (3) Business Days written
notice signed by all of the Borrowers to the Agent, to reduce the Total
Commitment. The Agent shall give each Lender, within one (1) Business Day,
telephonic notice (confirmed in writing) of such reduction. Each such reduction
shall be in the aggregate amount of $750,000 or such greater amount which is in
an integral multiple of $250,000 in excess thereof, or such lesser amount as
shall constitute the Total Commitment then existing as a result of any one or
more previous reductions thereof, and shall permanently reduce the Revolving
Loan Commitment of each Lender pro rata. No such reduction shall result in the
payment of any LIBOR Loan other than on the last day of the Interest Period of
such Loan (except as permitted by Section 2.10(c)). Each reduction of the Total
Commitment shall be accompanied by payment of the Notes, jointly and severally
by the Borrowers, to the extent that the aggregate principal amount of the
outstanding Loans exceeds the Total Commitment after giving effect to such
reduction, together with accrued and unpaid interest on the amounts prepaid and
payment of all sums payable by any Borrower as set forth in Section 3.4 hereof.

         2.10. PREPAYMENT OF LOANS. Each Borrower shall have the right from time
to time to prepay all or a portion of outstanding principal balance under the
Loans, (a) without penalty at any time with respect to Prime Loans, (b) without
penalty at the end of the applicable Interest Period with respect to LIBOR Loans
and (c)

                                       29
   38
prior to the end of the applicable Interest Period with respect to LIBOR Loans
upon receipt by the Agent, for the benefit of the Lenders entitled thereto, of
all sums payable by any Borrower as set forth in Section 3.4 hereof.

         2.11. CONVERSIONS AND ELECTIONS OF INTEREST PERIODS. The duration of
the initial Interest Period for each LIBOR Loan shall be as specified in the
Borrowing Notice. Provided that no Event of Default shall have occurred and be
continuing and subject to the limitations set forth below and in Sections
3.1(b), 3.2, 3.3 and 3.5(b) hereof, the Borrowers may on three (3) LIBOR
Business Days' notice to the Agent on or before 11:00 A.M. Charlotte, North
Carolina time:

                  (a)      elect a subsequent Interest Period for all or a
portion of the outstanding LIBOR Loans to begin on the last day of the Interest
 Period for such LIBOR Loans;

                  (b)      convert all or a portion of the outstanding LIBOR
Loans that are denominated in Dollars to Prime Loans on the last
day of the Interest Period for such LIBOR Loans; and

                  (c)      convert all or a portion of the outstanding Prime
Loans to LIBOR Loans on any date.

         Notice of any such elections or conversions shall specify the effective
date of such election or conversion and the Interest Period to be applicable to
the LIBOR Loan as continued or converted. Each election and conversion pursuant
to this Section 2.11 shall be binding on all of the Borrowers and shall be
subject to the limitations on LIBOR Loans set forth in the definition of
"Interest Period" herein and in Sections 2.1, 2.2 and 2.3 hereof. If the Agent
does not receive a notice of election of duration of an Interest Period or to
convert an outstanding LIBOR Loan by the time prescribed above, the Borrowers
shall be deemed to have elected (i) if such LIBOR Loan is denominated in
Dollars, to convert such LIBOR Loan to a Prime Loan on the last day of the
Interest Period for such LIBOR Loan, or (ii) if such LIBOR Loan is denominated
in an Alternative Currency, to choose a subsequent Interest Period of one month
for such LIBOR Loan. All such continuations or conversions of Loans shall be
effected pro rata based on the Applicable Commitment Percentages of the Lenders.

         2.12.  FEES.

         (a) For the period beginning on the date of each Lender's commitment
hereunder and ending on the Revolving Credit Termination Date, the Borrowers
agree, jointly and severally, to pay to the Agent, for the pro rata benefit of
the Lenders based on their Applicable Commitment Percentages, an unused
commitment fee for such period equal to the sum of: (i) the amount determined by
applying the Applicable Unused Fee Rate to the amount by which the average daily
amount during such period of the Total Commitment

                                       30
   39
(excluding the effect of any reductions of the Total Commitment pursuant to
Section 2.14) exceeds the sum of the average daily amount during such period of
outstanding Loans to all Borrowers (calculated in Dollars, and including without
limitation the Equivalent Dollar Amount of any outstanding Alternative Currency
Advances, based on the exchange rate used at the time of such Advances). Such
payments of fees provided for in this Section 2.12(a) shall be due in arrears on
each March 31, June 30, September 30, and December 31 beginning March 31, 1996
and continuing through and including the Revolving Credit Termination Date.
Notwithstanding the foregoing, and without limitation of or prejudice to any
other right or remedy available to the Borrower by contract or at law, so long
as any Lender fails to make available any portion of its Revolving Loan
Commitment when requested, such Lender shall not be entitled to receive payment
of its pro rata share of such fee until such Lender shall make available such
portion.

                  (b) The Borrowers have agreed to pay to NationsBank a
structuring fee as set forth in that Letter Agreement of even date herewith by
and between the Borrowers and NationsBank.

         2.13. DEFICIENCY ADVANCES. No Lender shall be responsible for any
default of any other Lender in respect to such other Lender's obligation to make
any Loan hereunder nor shall the Revolving Loan Commitment of any Lender
hereunder be increased as a result of such default of any other Lender. Without
limiting the generality of the foregoing, in the event any Lender shall fail to
advance funds to the Borrowers as herein provided, NationsBank may in its
discretion, but shall not be obligated to, advance under the Note in its favor
as a Lender all or any portion of such amount (the "deficiency advance") and
shall thereafter be entitled to payments of principal of and interest on such
deficiency advance in the same manner and at the same interest rate or rates to
which such other Lender would have been entitled had it made such advance under
its Note; provided that, upon payment to NationsBank from such other Lender of
the entire outstanding amount of such deficiency advance, together with interest
thereon, from the most recent date or dates interest was paid to NationsBank by
any Borrower on each Loan comprising the deficiency advance at the Federal Funds
Effective Rate, then such payment shall be credited against the Note of
NationsBank in full payment of such deficiency advance and the Borrowers shall
be deemed to have borrowed the amount of such deficiency advance from such other
Lender as of the most recent date or dates, as the case may be, upon which any
payments of interest were made by any Borrower thereon.

         2.14. UNAVAILABLE COMMITMENT AMOUNT; REDUCTION IN COMMITMENT. The Total
Commitment shall be reduced from time to time by an amount (the "Unavailable
Commitment Amount") equal to: (I) the aggregate amount of all then outstanding
Indebtedness for Money Borrowed (other than Existing Capitalized Leases) of each
Borrower, Borrower Subsidiary, Sector Subsidiary, Subsidiary of a Sector

                                       31
   40
Subsidiary and any other Baldwin Subsidiary (other than Indebtedness under the
Senior Note Documents), less (II) $15,000,000; provided that the Unavailable
Commitment Amount shall not be less than $0.

         2.15. AUTHORITY TO DEBIT BORROWER ACCOUNT. To the extent the Agent is
entitled to withdraw any amount from the Borrower Account pursuant to any Loan
Document, each Borrower hereby authorizes the Agent to debit such amount from
the Borrower Account even if it is maintained with a Person other than the
Agent.

                                   ARTICLE III

                         YIELD PROTECTION AND ILLEGALITY

         3.1.  ADDITIONAL COSTS.

                  (a) Each Borrower, jointly and severally, shall promptly pay
to the Agent for the account of a Lender from time to time, following delivery
of the written explanation required under Section 3.1(c), such amounts as such
Lender may reasonably determine to be necessary to compensate it for any
material costs incurred by such Lender which it determines are attributable to
its making or maintaining any LIBOR Loan or its obligation to make any LIBOR
Loans, or any reduction in any amount receivable by such Lender under this
Agreement or the Notes in respect of any of such LIBOR Loans or such obligation,
including reductions in the rate of return on a Lender's capital (such increases
in costs and reductions in amounts receivable and returns being herein called
"Additional Costs"), resulting from any Regulatory Change which: (1) changes the
basis of taxation of any amounts payable to such Lender under this Agreement or
its Notes in respect of any of such LIBOR Loans (other than changes in respect
of taxes imposed on or measured by the income of such Lender or of its
applicable Lending Office by any jurisdiction in which the Lender is subject to
tax and other than changes for which (and only to the extent that) the Lender
may obtain a foreign tax credit or similar offset or tax benefit); or (2)
imposes or modifies any reserve, special deposit, or similar requirements
relating to any extensions of credit or other assets of, or any deposits with or
other liabilities of, such Lender (other than the Reserve Requirement or any
other such reserve, deposit or requirement reflected in the LIBOR Rate, computed
in accordance with the definition of such term set forth in Section 1.1 hereof);
or (3) has or would have the effect of reducing the rate of return on capital of
any such Lender to a level below that which the Lender could have achieved but
for such Regulatory Change (taking into consideration such Lender's policies
with respect to capital adequacy); or (4) imposes any other condition, not
involving a change in the basis of taxation, adversely affecting such Lender
under this Agreement or the Notes. Each Lender will notify the Borrowers of any
event occurring after the Closing Date which would entitle it to compensation
pursuant to

                                       32
   41
this Section 3.1(a) as promptly as practicable after it obtains knowledge
thereof and determines to request such compensation.

         (b) Without limiting the effect of the foregoing provisions of this
Section 3.1, in the event that, by reason of any Regulatory Change, any Lender
either (1) incurs Additional Costs based on or measured by the excess above a
specified level of the amount of a category of deposits or other liabilities of
such Lender which includes deposits by reference to which the interest rate on
LIBOR Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Lender which includes LIBOR Loans
or (2) becomes subject to restrictions on the amount of such a category of
liabilities or assets which it may hold, then, if such Lender so elects by
notice to the other Lenders, the Agent and the Borrowers, the obligation of such
Lender to make, and to convert Prime Loans into, LIBOR Loans hereunder shall be
suspended until the date such Regulatory Change ceases to be in effect and the
Borrowers shall, on the last day(s) of the then current Interest Period(s) for
outstanding LIBOR Loans, convert such LIBOR Loans into Prime Loans, in
accordance with Section 2.11 hereof.

         (c) Each Lender will notify the Borrowers of any event occurring after
the date of this Agreement that will entitle such Lender to compensation under
Section 3.1 as promptly as practicable; provided, however, that each Lender will
designate a different Lending Office for the Loans of such Lender affected by
such event or by the matters requiring compensation pursuant to Section 3.4, and
take other measures, if such designation or other measures will avoid the need
for, or reduce the amount of, such compensation and will not result in a
material cost to, or be otherwise disadvantageous to, such Lender in its
determination. Determinations by any Lender for purposes of this Section 3.1 of
the effect of any Regulatory Change on its costs of making or maintaining, or
being committed to make, Loans, or on amounts receivable by it in respect of
Loans, and of the additional amounts required to compensate the Lender in
respect of any Additional Costs, shall be conclusive absent demonstrable error.
The Lender requesting such compensation shall upon request furnish to the
Borrowers a written explanation of the Regulatory Change and calculations, in
reasonable detail, and setting forth such Lender's determination of any such
Additional Costs.

         (d) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof agrees that it will deliver to the
Borrowers and the Agent, at the time of its entering into this Agreement and, in
any event, prior to any Person making any payment to such Lender hereunder, (1)
two duly completed copies of United States Internal Revenue Service Form 1001 or
4224 or successor applicable form, as the case may be, or other manner of
certification, establishing that payments of interest, fees and other amounts
hereunder are either not subject to or totally exempt from United States Federal
withholding tax and (2) an Internal

                                       33
   42
Revenue Service Form W-8 or W-9 or successor applicable form. Each such Lender
also agrees to deliver to the Borrowers and the Agent two further copies of the
said Form 1001 or 4224 and Form W-8 or W-9, or successor applicable forms or
other manner of certification, as the case may be, on or before the date that
any such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form previously delivered by it to the
Borrowers, unless in any such case a Regulatory Change has occurred prior to the
date on which any such delivery would otherwise be required and such Regulatory
Change in and of itself (that is, not as a result of a change in Lending Office
or other action on the part of the Lender) prevents such Lender from duly
completing and delivering any such form with respect to it and such Lender so
advises each of the Borrowers and the Agent. Such Lender shall certify (1) in
the case of a Form 1001 or 4224, that it is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal
income taxes and (2) in the case of a Form W-8 or W-9, that it is entitled to an
exemption from United States backup withholding tax. Any failure by the Lender
to comply with this Section 3.1(d) or Section 11.1(f) shall, without limitation,
preclude such Lender from obtaining payment from the Borrowers of any additional
costs under Section 3.1(a) to the extent such additional costs are proximately
caused by such failure to comply.

         3.2. SUSPENSION OF LOANS. Anything herein to the contrary
notwithstanding, if, on or prior to the determination of any interest rate for
any LIBOR Loan for any Interest Period therefor, the Agent determines (which
determination shall be conclusive absent manifest error) that:

                  (a) quotations of interest rates for the relevant deposits
referred to in the definition of "Base Rate" in Section 1.1 hereof are not being
provided in the relevant amounts or for the relevant maturities for purposes of
determining the rate of interest for such LIBOR Loan as provided in this
Agreement; or

                  (b) the relevant rates of interest referred to in the
definition of "Base Rate" in Section 1.1 hereof upon the basis of which the
LIBOR Rate for such Interest Period is to be determined do not adequately
reflect the cost to the Lenders of making or maintaining such LIBOR Loan for
such Interest Period;

then the Agent shall give the Borrowers prompt notice thereof, and so long as
such condition remains in effect, the Lenders shall be under no obligation to
make LIBOR Loans or to convert Prime Loans into LIBOR Loans, and the Borrowers
shall, on the last day(s) of the then current Interest Period(s) for outstanding
LIBOR Loans convert such LIBOR Loans into Prime Loans, if available hereunder,
in accordance with Section 2.11 hereof. The Agent shall give the Borrowers
notice describing in reasonable detail any event or condition described in this
Section 3.2 promptly following the

                                       34
   43
Agent's determination that the availability of LIBOR Loans is, or is to be,
suspended as a result thereof.

         3.3. ILLEGALITY. Notwithstanding any other provision of this Agreement,
in the event that it becomes unlawful for any Lender to honor its obligation to
make or maintain LIBOR Loans hereunder, then such Lender shall promptly notify
the Borrowers thereof (with a copy to the Agent) and such Lender's obligation to
make or continue LIBOR Loans, or convert Prime Loans into LIBOR Loans, shall be
suspended until such time as such Lender may again make and maintain LIBOR
Loans, and such Lender's outstanding LIBOR Loans shall be converted into Prime
Loans in accordance with Section 2.11 hereof or, in the event such Lender's
outstanding LIBOR Loans must be converted into Prime Loans prior to the end of
the current Interest Period therefor, such Lender's outstanding LIBOR Loans
shall be so converted at such time, provided that each Borrower, jointly and
severally, shall be obligated to pay such Lender such amounts as may otherwise
be required pursuant to Section 3.4 hereof in such instance.

         3.4. COMPENSATION. Each Borrower, jointly and severally, shall promptly
pay to the Agent for the account of each Lender, upon the request of such Lender
through the Agent, such amount or amounts as shall be sufficient (in the
reasonable determination of Lender) to compensate it for any loss, cost or
out-of-pocket expense incurred by it as a result of:

                  (a) any payment, prepayment or conversion of a LIBOR Loan,
including without limitation in connection with any reduction in the Total
Commitment pursuant to Sections 2.9, 2.14 or 2.15 hereof, on a date other than
the last day of the Interest Period for such LIBOR Loan; or

                  (b)      any failure by the Borrowers to borrow a LIBOR Loan
on the date for such borrowing specified in the relevant Borrowing Notice under
Section 2.3 hereof;

such compensation to include, without limitation, an amount equal to the excess,
if any, of (1) the amount of interest which would have accrued on the principal
amount so paid, prepaid, converted, not borrowed or reduced for the period from
the date of such payment, prepayment, conversion, failure to borrow or reduction
to the last day of the then current Interest Period for such Loan (or, in the
case of a failure to borrow, the Interest Period for such Loan which would have
commenced on the date scheduled for such borrowing) at the applicable rate of
interest for such LIBOR Loan provided for herein minus the LIBOR Interest
Addition for such Loan over (2) the interest component of the amount such Lender
would have bid in the London interbank market for Dollar deposits (or Applicable
Currency deposits, as the case may be) of leading banks of amounts comparable to
such principal amount and maturities comparable to such period (as reasonably
determined by such Lender). A determination of a Lender as to the amounts
payable

                                       35
   44
pursuant to this Section 3.4 shall be conclusive absent demonstrable error. The
Lender requesting compensation under this Section 3.4 shall furnish to the
Borrowers upon written request written calculations in reasonable detail setting
forth such Lender's determination of the amount of such compensation.

         3.5. SUBSTITUTION OF LOANS. If (a) the obligation of any Lender to
make, continue or convert a Prime Loan into a LIBOR Loan has been suspended
pursuant to Section 3.1(b), 3.2 or 3.3 hereof, or (b) any Lender has required
payment of compensation under Section 3.1(a) and the Borrowers have elected upon
five LIBOR Business Days prior written notice signed by all of the Borrowers to
the Agent that this Section 3.5 shall be applicable, then in either event,
unless and until the Borrowers have been notified that the circumstances
resulting in such suspension or compensation no longer exist or are no longer
applicable, all Loans which otherwise would have been so made, continued or
converted shall be made or continued as Prime Loans by such Lender, and all
payments of interest and principal thereon shall be made by the Borrowers on
such dates as if such Prime Loans had been made as, remained or converted into
LIBOR Loans.

                                   ARTICLE IV

                           CONDITIONS TO MAKING LOANS

         4.1. CONDITIONS OF INITIAL ADVANCE. The obligation of NationsBank to
make the initial Advance is subject to the condition precedent that NationsBank
shall have received, on or before the Closing Date, in form and substance
satisfactory to it, the following:

                  (a)      executed originals of each of this Agreement, the
Notes, [the Intercreditor Agreement,] the Guaranties, the Pledge Agreements and
the other Loan Documents, together with all schedules and exhibits thereto;

                  (b)      copies of the executed Senior Note Documents;]

                  (c)      certificates of insurance evidencing compliance with
the insurance requirements contained herein and in the Security Instruments;

                  (d)      the Pledged Borrower Stock, the Pledged Sector
Subsidiary Stock, the Pledged BAM Subsidiary Stock, the Pledged Baldwin
Technology Subsidiary Stock, and the Pledged Enkel Subsidiary Stock, with such
stock powers duly executed in blank as NationsBank shall require;

                  (e)      written evidence of Baldwin's Consolidated Net Worth
in an amount not less than (i) $80,000,000, plus (ii) an amount equal to 50% of
the aggregate of the Consolidated Net Income

                                       36
   45
(without deduction for quarterly losses) in each of the Fiscal Quarter ended
September 30, 1995 and the Fiscal Quarter ended December 31, 1995;

                  (f)      a certificate of the Chief Financial Officer of BAM
and aldwin, respectively, and the Vice President and Treasurer of BTL,
certifying that each Borrower is Solvent, and that Baldwin and its Subsidiaries
on a consolidated basis are Solvent, in each case as of the Closing Date after
giving effect to the transactions contemplated hereby on such date, such
certificates being in the form attached hereto as Exhibit F and incorporated
herein by reference;

                  (g)      financial statements of Baldwin and its Subsidiaries,
BAM and BTL, all as described in Section 6.2;

                  (h)      organizational chart of Baldwin, each Borrower, each
Sector Subsidiary and certain Affiliates, as selected by and in detail 
acceptable to the Agent;

                  (i)      notice of appointment of additional Authorized
Officers, if any;

                  (j)      work papers of BAM relating to Accounts of BAM and
its consolidated Subsidiaries, which work papers were prepared in connection
with the consolidated financial statements of Baldwin and its Subsidiaries
described in Section 6.2 that are dated as of June 30, 1995;

                  (k)      favorable written opinions of counsel and certain
local counsel to the Borrowers and the Guarantors dated the Closing Date,
addressed to the Agent and the Lenders and satisfactory to Smith Helms Mulliss &
Moore, L.L.P., special counsel to the Agent, with regard collectively to the
matters set forth in Exhibit G-1 and Exhibit G-2 attached hereto and
incorporated herein by reference;

                  (l)      resolutions of the board of directors (or of the
appropriate committee thereof) of each Borrower certified by its Secretary or
Assistant Secretary as of the Closing Date, appointing the initial Authorized
Officers and approving and adopting the Loan Documents to be executed by such
Borrower on the Closing Date, and authorizing the execution, delivery and
performance thereof; and specimen signatures of officers of each Borrower
executing the Loan Documents, certified by the Secretary or Assistant Secretary
of each Borrower;

                  (m)      resolutions of the board of directors (or the
appropriate committee thereof) of Baldwin certified by its Secretary or
Assistant Secretary as of the Closing Date, approving and adopting the Loan
Documents to be executed by Baldwin on the Closing Date, and authorizing the
execution, delivery and performance thereof; and specimen signatures of officers
of Baldwin

                                       37
   46
executing the Loan Documents, certified by the Secretary or Assistant Secretary
thereof;

                  (n)      resolutions of the board of directors of each Sector
Subsidiary (or the appropriate committee thereof), certified by its Secretary or
Assistant Secretary as of the Closing Date, approving and adopting the Loan
Documents to be executed by such Sector Subsidiary and authorizing the
execution, delivery and performance thereof; and specimen signatures of officers
of each Sector Subsidiary executing the Loan Documents, certified by the
Secretary or Assistant Secretary thereof;

                  (o)      resolutions of the board of directors of Baldwin
Technology (or appropriate committee thereof), certified by its Secretary or
Assistant Secretary as of the Closing Date, approving and adopting the Loan
Documents to be executed by Baldwin Technology on the Closing Date, and
authorizing the execution, delivery and performance thereof; and specimen
signatures of officers of Baldwin Technology executing the Loan Documents,
certified by the Secretary or Assistant Secretary thereof;

                  (p)      with respect to each Borrower Subsidiary, resolutions
of the board of directors (or the appropriate committee thereof) of such
Borrower Subsidiary certified by its Secretary or Assistant Secretary as of the
Closing Date, approving and adopting the Loan Documents to be executed by such
Borrower Subsidiary on the Closing Date, and authorizing the execution, delivery
and performance thereof; and specimen signatures of officers of such Borrower
Subsidiary executing the Loan Documents, certified by the Secretary or Assistant
Secretary thereof;

                  (q)      (i) the charter documents of each of the Borrowers,
Baldwin, and the Sector Subsidiaries certified as of a recent date by the
Secretary of State of such corporation's state of incorporation, and (ii) the
charter documents of each Borrower Subsidiary certified as of the Closing Date
as true, correct and complete by such corporation's Secretary or Assistant
Secretary;

                  (r)      the bylaws of each of the Borrowers, Baldwin, the
Sector Subsidiaries, Baldwin Technology and each Borrower Subsidiary certified
as of the Closing Date as true, correct and complete by such corporation's
Secretary or Assistant Secretary;

                  (s)      for each of the Borrowers, Baldwin, the Sector
Subsidiaries, Baldwin Technology and each Borrower Subsidiary, certificates
issued as of a recent date by the Secretary of State of the state of its
incorporation as to its corporate good standing therein;

                  (t)      certificates of the Secretary or Assistant Secretary
of each of the Borrowers, Baldwin, the Sector Subsidiaries, Baldwin Technology
and each Borrower Subsidiary as to the qualification of each such corporation to
do business and corporate good standing in

                                       38
   47
each jurisdiction in which the failure to qualify to do business would
reasonably be expected to have a Material Adverse Effect on Baldwin, any
Significant Subsidiary or the Consolidated Group;

                  (u)      certificates of the Secretary or Assistant Secretary
of each Borrower and each Guarantor, certifying that each of the Borrowers and
each of the Guarantors has filed all necessary tax returns and paid all taxes
due and owing with respect to each jurisdiction referred to in clause (s) above;

                  (v)      executed Letter Agreement of even date herewith
regarding the structuring fee and evidence of payment thereof;

                  (w)      all fees payable by the Borrower on or before the
Closing Date to the Agent and the Lenders (which may be paid from the proceeds 
of the initial Advance); and

                  (x)      Available Commitment Certificate;

                  (y)      such other documents, instruments, certificates and
opinions as the Agent or any Lender may reasonably request on or prior to the
Closing Date in connection with the consummation of the transactions
contemplated hereby.

         4.2. CONDITIONS OF LOANS. The obligations of the Lenders to make any
Advance hereunder on or subsequent to the Closing Date are subject to the
satisfaction of the following conditions:

                  (a)      the Agent shall have received a notice of such
borrowing or request as required by Section 2.3 hereof;

                  (b)      the representations and warranties of Baldwin, the
Borrowers, the Guarantors and the Baldwin Subsidiaries set forth in Article VI
hereof and in each of the other Loan Documents shall be true and correct in all
material respects on and as of the date of such Advance, with the same effect as
though such representations and warranties had been made on and as of such date,
except to the extent that such representations and warranties expressly relate
to an earlier date; and

                  (c)      at the time of each such Advance, (1) no Default or
Event of Default shall have occurred and be continuing, (2) the Agent shall not
have accelerated the maturity of the Notes as a result of an Event of Default,
(3) no Material Adverse Effect with respect to Baldwin, any Significant
Subsidiary or the Consolidated Group shall have occurred since the date of the
most recent financial statements delivered to the Agent pursuant to Section 7.1,
and (4) all of the Security Instruments shall have remained in full force and
effect, and the perfection and priority of the Liens granted thereunder shall
have remained unchanged.

In the case of each Advance hereunder (other than the initial Advance if such
initial Advance is made on the Closing Date) the

                                       39
   48
Borrower's notice to the Agent with respect to the making of such Advance shall
be deemed to be a representation and warranty by the Borrower on the date of
such Advance as to the satisfaction of the conditions referred to in (b) and (c)
of this Section 4.2.

                                    ARTICLE V

                              SECURITY; GUARANTIES

         5.1. SECURITY. As security for the full and timely payment and
performance of all Obligations now existing or hereafter arising, the Borrowers
and Baldwin shall on or before the Closing Date cause to be delivered to the
Agent, in form and substance acceptable to the Agent, each of the Pledge
Agreements together with certificates representing the Pledged Sector Subsidiary
Stock, the Pledged Borrower Stock, the Pledged BAM Subsidiary Stock, the Pledged
Baldwin Technology Subsidiary Stock and such stock powers duly executed in blank
as may be required by the Agent.

         5.2. GUARANTY. To guarantee the full and timely payment and performance
of all Obligations now existing or hereafter arising, the Borrowers and Baldwin
shall cause to be delivered to the Agent, in form and substance acceptable to
the Agent, on or before the Closing Date: (1) the Baldwin Guaranty, (2) the
Sector Subsidiary Guaranty and (3) the BAM Subsidiary Guaranty.

         5.3. NEW SUBSIDIARIES. (a) If any Borrower acquires or forms a new
Subsidiary (or if Enkel International ever owns any assets), the Borrowers shall
immediately cause such Subsidiary (including Enkel International) to execute a
guaranty of the Obligations in substantially the form of the BAM Subsidiary
Guaranty (with appropriate changes to reflect such Subsidiary's name and
relationship to the respective Borrower), unless such Subsidiary is a BAM
Foreign Subsidiary or a BTL Foreign Subsidiary. The Borrowers shall also
immediately pledge and deliver to the Agent, and shall promptly cause any other
relevant stockholder to pledge and deliver to the Agent, all issued and
outstanding stock of such Subsidiary (or, if such Subsidiary is a BAM Foreign
Subsidiary or BTL Foreign Subsidiary, 65% of the issued and outstanding stock of
such Subsidiary) (in each case, pursuant to a pledge agreement substantially
similar to the form of the Baldwin Technology Pledge Agreement, to be executed
by such stockholder at such time) together with stock powers executed in blank.

         (b) If Baldwin acquires or forms a new direct Subsidiary, Baldwin shall
immediately cause such Subsidiary to execute a guaranty of the Obligations in
substantially the form of the Sector Subsidiary Guaranty, unless such Subsidiary
is a Baldwin Foreign Subsidiary. Baldwin shall also immediately pledge and
deliver to the Agent, all issued and outstanding stock of such Subsidiary (or,
if such Subsidiary is a Baldwin Foreign Subsidiary, 65% of the issued and
outstanding stock of such Subsidiary) (in each case, pursuant to a pledge
agreement substantially similar to the form of

                                       40
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the Baldwin Pledge Agreement, to be executed by Baldwin at such time) together
with stock powers executed in blank.

         (c) The Lenders are and will be unwilling to make any Advances to any
Borrower after the date of acquisition or formation of any such Subsidiary (or
after Enkel International owns any assets) unless and until the respective
guaranty and pledge agreement required by subsection (a) or (b) above have been
executed and delivered to the Agent, together with the respective shares and
stock powers.

         5.4. CERTAIN STOCK OWNED BY SECTOR SUBSIDIARIES AND OTHER BALDWIN
SUBSIDIARIES. The Borrower and Baldwin shall promptly deliver to the Agent any
guaranty or pledge agreement executed by a Sector Subsidiary or any other
Baldwin Subsidiary pursuant to Section 8.3(b)(i) or 8.3(c) together with the
shares of stock pledged thereunder and stock powers executed in blank. The
Lenders are, and will be, unwilling to make any Advance to any Borrower after
the date of any loan, advance, issuance, sale or other disposition of any shares
giving rise to the obligation of a Sector Subsidiary or other Baldwin Subsidiary
to execute such a guaranty or pledge agreement, unless and until such guaranty
or pledge agreement has been executed and delivered to the Agent, together with
such shares and stock powers executed in blank.

         5.5. FILING AND RECORDING INSTRUMENTS. The Borrowers shall at their
expense execute, deliver and file and re-file and record and re-record or cause
to be filed and re-filed and recorded and re-recorded all instruments deemed
necessary or advisable by the Agent to be filed and re-filed and recorded or
re-recorded and shall continue or cause to be continued the Liens in the
Collateral under the Loan Documents for so long as any of the Obligations shall
be outstanding and until the Revolving Credit Termination Date.

         5.6. FURTHER ASSURANCES. At the request of the Agent, the Borrowers
will execute by their duly authorized officers, alone or with the Agent, any
certificate, instrument, statement or document and will procure any such
certificate, instrument, statement or document (and pay all connected costs)
which the Agent reasonably deems necessary to create or preserve the Liens (and
the perfection and priority thereof) of the Agent for the benefit of the Lenders
contemplated hereby and by the other Loan Documents.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         Each Borrower and Baldwin represents and warrants (which
representations and warranties shall survive the delivery of the documents
mentioned herein and the making of the Loan) that:

                                       41
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         6.1. ORGANIZATION, ETC. Baldwin and BAM are corporations duly
organized, validly existing and in good standing under the laws of the State of
Delaware, BTL is a corporation duly organized, validly existing and in good
standing under the laws of Bermuda, each of the Baldwin Subsidiaries and each of
the BAM Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated as set forth in
Schedule 6.1, and Baldwin, each Borrower and each of their Subsidiaries has the
corporate power and authority to own, operate and lease its respective property
and to carry on its respective business as now being conducted. Baldwin, each
Borrower and each of their Subsidiaries is duly qualified and in good standing
as a foreign corporation authorized to do business in each jurisdiction in which
the failure to do so would have a Material Adverse Effect on Baldwin, any
Significant Subsidiary or the Consolidated Group. Each of the Borrowers, BEC and
BAP are wholly-owned Subsidiaries of Baldwin. Schedule 6.1 sets forth the
jurisdiction of incorporation of the Baldwin Subsidiaries and each jurisdiction
in which Baldwin, each Borrower or any of their Subsidiaries is authorized to do
business as a foreign corporation. This Agreement, the Notes, the Borrowers
Pledge Agreement and any other Loan Agreement to which any Borrower is a party
have been duly authorized by all necessary corporate action on the part of such
Borrower and, when executed and delivered by such Borrower, will constitute
legal, valid and binding obligations of such Borrower, and, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement or priority of creditors' rights generally, now or hereafter in
effect, and subject to the provision that equitable remedies shall be within the
discretion of the court having jurisdiction to exercise the same, are
enforceable in accordance with their respective terms. The Guaranties, the
Pledge Agreements and any other Loan Document to which Baldwin, any Sector
Subsidiary, any BAM Subsidiary or any BTL Subsidiary, as the case may be, and
when executed and delivered by Baldwin, such Sector Subsidiary, such BAM
Subsidiary, or such BTL Subsidiary, as the case may be, will constitute legal,
valid and binding obligations of Baldwin, such Sector Subsidiary, such BAM
Subsidiary, or such BTL Subsidiary, as the case may be, and, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement or priority of creditors' rights generally, now or hereafter in
effect, and subject to the provision that equitable remedies shall be within the
discretion of the court having jurisdiction to exercise the same, are
enforceable in accordance with their respective terms. There are no Subsidiaries
of Baldwin or any Borrower in existence as of the Closing Date other than those
listed in Schedule 6.1. As of the Closing Date, neither Baldwin nor any Borrower
owns any equity interest in any Person other than the Persons set out in
Schedule 6.1. All of the outstanding capital stock of Baldwin is validly issued,
fully paid and non-assessable.

         6.2. BUSINESS; FINANCIAL STATEMENTS. Baldwin has furnished the Agent
and each Lender with (i) audited consolidated balance

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sheets of Baldwin and its Subsidiaries as of June 30 in each of the years 1988
through 1995 and the related consolidated statements of income, of changes in
shareholders' equity and of cash flows and, as applicable, changes in financial
position or cash flows for the periods of twelve months ended on each such date;
(ii) the unaudited consolidating balance sheets of Baldwin and its Subsidiaries,
as of June 30 in each of the years 1994 and 1995, and related consolidating
statements of income and shareholders' equity for the twelve months ended on
each such date; (iii) the balance sheets of BAM and BTL as of June 30 in each of
the years 1994 and 1995 (and related statements of income and of changes in
shareholders' equity) together with the related accountants' review reports;
(iv) the unaudited consolidated (and consolidating) balance sheet of Baldwin and
its Subsidiaries as of September 30, 1995, and the related consolidated (and,
with respect to statements of income and changes in shareholders' equity,
consolidating) statements of income, of changes in shareholders' equity and of
cash flows of Baldwin and its Subsidiaries for the period then ended; and (v)
the unaudited balance sheets of BAM and BTL, as of September 30, 1995, and the
related statements of income and of changes in shareholders' equity for the
period then ended. The financial statements referred to in this paragraph 6.2
including any related schedules and/or notes (the "Financial Statements"), are
true and correct in all material respects, have been prepared in accordance with
GAAP and show all liabilities of Baldwin and its consolidated Subsidiaries (and
in the case of the balance sheets of BAM and BTL, all liabilities of BAM and
BTL) required to be shown therein accordance with GAAP. The balance sheets
included in the Financial Statements fairly present the condition of Baldwin and
its consolidated Subsidiaries (including BAM), of BAM and of BTL, as the case
may be, as at the dates thereof, and the statements of income, of changes in
shareholders' equity and of cash flows included in the Financial Statements
fairly present the results of the operations, the changes in shareholders'
equity and the cash flows of Baldwin and its consolidated Subsidiaries
(including BAM) for the periods indicated. Baldwin has furnished the Agent and
each Lender with each filing or report filed with the SEC under Section 13 or
15(d) of the Exchange Act in respect of the fiscal year ended June 30, 1995.
There has been no change or event which has had a Material Adverse Effect on
Baldwin, any Significant Subsidiary or the Consolidated Group since June 30,
1995.

         6.3. ACTIONS PENDING. Except as disclosed in Schedule 6.3, there is no
action, suit, investigation or proceeding pending or, to the knowledge of any
Borrower or any Borrower Subsidiary, threatened against Baldwin, any Borrower or
any of their Subsidiaries, or any properties or rights of Baldwin, any Borrower
or any of their Subsidiaries, by or before any court, arbitrator or
administrative or governmental body which might have a Material Adverse Effect
on Baldwin, any Significant Subsidiary or the Consolidated Group, or impair any
Borrower's ability to perform this Agreement, the Notes, the Borrowers Pledge
Agreement or any other Loan Document to which it is a party, Baldwin's ability
to

                                       43
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perform the Baldwin Guaranty or any other Loan Document Agreement to which it is
a party or any Guarantor's ability to perform any Guaranty, Pledge Agreement or
other Loan Documents to which it is a party. There are no actions or proceedings
filed or pending or (to the best knowledge of each Borrower) investigations
pending or threatened against Baldwin, any Borrower or any of their Subsidiaries
which questions the validity or legality or seeks damages in connection with
this Agreement, the Notes or any other Loan Document or any action taken or to
be taken with respect to any of the foregoing or any of the transactions
contemplated hereby or thereby.

         6.4. TITLE TO PROPERTIES. Each of Baldwin, the Borrowers and their
Subsidiaries has good title to its respective real properties (other than
properties which it leases) and good title to all of its other respective
properties and assets, including the properties and assets reflected in the
balance sheets as of June 30, 1993 included in the Financial Statements (other
than properties and assets disposed of in the ordinary course of business),
subject to no Lien of any kind except Liens permitted by Section 8.3(a). All
leases necessary in any material respect for the conduct of the respective
businesses of Baldwin, the Borrowers and their Subsidiaries are valid and
subsisting and are in full force and effect. As of the date of this Agreement,
all of the outstanding capital stock of the Borrowers, each of the Sector
Subsidiaries, each of the BAM Subsidiaries, and each of the other Baldwin
Subsidiaries listed in Schedule 6.1 is validly issued, fully paid and
non-assessable, is owned by the Persons and in the amounts listed on Schedule
6.1, which Persons collectively own 100% of the issued and outstanding shares of
capital stock of such Borrower and each such Subsidiary, and all such capital
stock owned by Baldwin, any Borrower or their Subsidiaries is owned free and
clear of any Lien of any kind and Baldwin, such Borrower or such other
Subsidiary has the right, subject only to limitations imposed by applicable law
to receive dividends and distributions on such capital stock.

         6.5. TAX RETURNS AND PAYMENTS. Each of Baldwin, the Borrowers and their
Subsidiaries has filed all Federal, State, local and foreign income tax returns,
franchise tax returns, real and personal property tax returns and other tax
returns required by law to be filed by or on behalf of them or with respect to
their respective properties or assets other than those which the failure to file
in the aggregate do not and will not have a Material Adverse Effect on Baldwin,
any Significant Subsidiary or the Consolidated Group, and all taxes, assessments
and other governmental charges imposed upon any of Baldwin, the Borrowers or
their Subsidiaries or any of their respective properties, assets, income or
franchises which are due and payable have been paid, other than those presently
payable without penalty or interest, those presently being contested in good
faith by appropriate proceedings diligently conducted and for which such
reserves or other appropriate provisions, if any, as may be required by GAAP

                                       44
   53
have been made and those which in the aggregate with all other unpaid taxes,
assessments and governmental charges do not and will not have a Material Adverse
Effect on Baldwin, any Significant Subsidiary or the Consolidated Group.

         6.6. CONFLICTING AGREEMENTS AND OTHER MATTERS. None of Baldwin, the
Borrowers or any of their Subsidiaries is in violation of any term of its
charter or by-laws, or in breach of any term of any agreement (including any
agreement with stockholders), instrument, indenture, order, judgment, decree,
statute, law, rule or regulation to which it is subject, the consequences of
which violation or breach are reasonably likely to have a Material Adverse
Effect on Baldwin, any Significant Subsidiary or the Consolidated Group or
impair any Borrower's ability to perform this Agreement, the Notes, the
Borrowers Pledge Agreement or any other Loan Document to which it is a party,
Baldwin's ability to perform the Baldwin Guaranty or the other Loan Documents to
which it is a party or any Guarantor's ability to perform any Guaranty, Pledge
Agreement or other Loan Document to which it is a party. None of Baldwin, the
Borrowers or any of their Subsidiaries is a party to any contract or agreement
or subject to any charter or other corporate restriction which has a Material
Adverse Effect on Baldwin, any Significant Subsidiary or the Consolidated Group.
Neither the execution and delivery of this Agreement, the Notes and the Loan
Documents, nor fulfillment of nor compliance with the terms and provisions of
this Agreement, the Notes and the Loan Documents, will conflict with the
provisions of, or constitute a default under, or result in any violation of, or
result in the creation of any Lien upon any of the properties or assets of
Baldwin, any Borrower or any of their Subsidiaries pursuant to, its charter or
bylaws, any award of any arbitrator or any agreement (including any agreement
with stockholders), instrument, order, judgment, decree, statute, law, rule or
regulation to which it is subject. None of Baldwin, the Borrowers or any of
their Subsidiaries is a party to, or otherwise subject to any provision
contained in, any instrument evidencing Indebtedness, any agreement relating
thereto or any other contract or agreement (including its charter) which limits
the amount of, or otherwise imposes restrictions on the incurring of, the Funded
Debt to be evidenced by the Notes.

         6.7. ERISA.

                  (a)      To the best of each Borrower's knowledge, neither
Baldwin nor any Borrower nor any Related Person has breached any of the
fiduciary rules of ERISA or engaged in any prohibited transaction in connection
with which Baldwin, any Borrower or any Related Person could be subjected to (in
the case of any such breach) a suit for damages or (in the case of any such
prohibited transaction), either a civil penalty assessed pursuant to section
502(i) of ERISA, a tax imposed under such section 4975 of the Code or a lien
imposed under section 412(n) of the Code, in any such

                                       45
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case which would have a Material Adverse Effect on Baldwin, any Significant
Subsidiary or the Consolidated Group.

                  (b)      No Plan subject to Title IV of ERISA or any trust
created under any such Plan has been terminated since September 2, 1974 which
termination may reasonably be expected to have a Material Adverse Effect on
Baldwin, any Significant Subsidiary or the Consolidated Group. Neither Baldwin
nor any Borrower nor any Related Person has within the past six years
contributed, or had any obligation to contribute, to a single employer plan that
has at least two contributing sponsors not under common control or ceased
operations at a facility under circumstances which could result in liability
under the Code or ERISA that may reasonably be expected to have a Material
Adverse Effect on Baldwin, any Significant Subsidiary or the Consolidated Group.
No liability to the PBGC has been or is expected by Baldwin, any Borrower or any
Related Person to be incurred with respect to any Plan by Baldwin, any Borrower
or any Related Person which may reasonably be expected to have a Material
Adverse Effect on Baldwin, any Significant Subsidiary or the Consolidated Group.
There has been no reportable event (within the meaning of section 4043(b) of
ERISA) or any other event or condition with respect to any Plan which presents a
risk of termination of any such Plan by the PBGC under circumstances which in
any case could result in liability which may reasonably be expected to have a
Material Adverse Effect on Baldwin, any Significant Subsidiary or the
Consolidated Group.

                  (c)      Except to the extent failure to do so would not
result in liability which may reasonably be expected to have a Material Adverse
Effect on Baldwin, any Significant Subsidiary or the Consolidated Group, (i)
full payment has been made (or will be made within the period described in
section 412 of the Code) of all amounts which Baldwin, any Borrower or any
Related Person is required under the terms of each Plan to have paid as
contributions to such Plan as of the last day of the most recent fiscal year of
such Plan ended prior to the date hereof (or will be made within the period
described in section 404 of the Code), (ii) no accumulated funding deficiency
(as defined in section 302 of ERISA and section 412 of the Code), whether or not
waived, exists with respect to any Plan, and (iii) each Plan satisfies the
minimum funding standard of section 412 of the Code.

                  (d)      (i) neither Baldwin nor any Borrower nor any Related
Person has been obligated to contribute to any Multiemployer Plan the withdrawal
from which has given rise or could give rise to liability that may reasonably be
expected to have a Material Adverse Effect on Baldwin, any Significant
Subsidiary or the Consolidated Group, and (iii) neither Baldwin nor any Borrower
nor any Related Person has been notified by the sponsor of a Multiemployer Plan
to which Baldwin, any Borrower or any Related Person is obligated or has been
obligated to contribute that such Multiemployer Plan has been terminated or is
in reorganization and no Multiemployer Plan is reasonably expected to be in

                                       46
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reorganization or to be terminated if such reorganization or termination could
result in liability which may reasonably be expected to have a Material Adverse
Effect on Baldwin, any Significant Subsidiary or the Consolidated Group.

                  (e)      Neither Baldwin nor any Borrower nor any Related
Person has, or is expected to incur, any liability for post retirement benefits
under any and all welfare benefit plans (as defined in section 3(1) of ERISA),
whether written or unwritten, which are or have been established or maintained,
or to which contributions are or have been made, by Baldwin, any Borrower or any
Related Person which may reasonably be expected to have a Material Adverse
Effect on Baldwin, any Significant Subsidiary or the Consolidated Group.

                  (f)      Neither Baldwin nor any Borrower nor any Related
Person has engaged in any transaction that could result in the incurrence of any
liabilities under section 4069 or section 4212 of ERISA which may reasonably be
expected to have a Material Adverse Effect on Baldwin, any Significant
Subsidiary or the Consolidated Group.

                  (g)      The execution and delivery of this Agreement and the
making of the Loans will not involve any transaction which is subject to the
prohibitions of section 406 of ERISA or in connection with which a tax could be
imposed pursuant to section 4975 of the Code. The foregoing representation in
this paragraph (g) is made in reliance upon the representation and warranty of
the Lenders set forth in section 11.10 hereof.

         6.8. ENVIRONMENTAL MATTERS. Each of Baldwin, the Borrowers and their
Subsidiaries has obtained all permits, licenses and other authorizations that
are required and is in compliance with all terms and conditions of all permits,
licenses, and other authorizations required to be obtained by it under all
applicable Environmental Laws, and is also in compliance with all other
applicable limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules, and timetables contained in any
Environmental Laws or in any regulation, ordinance, code, plan, order, decree,
judgment, injunction, notice, or demand letter issued, entered, promulgated, or
approved thereunder, except to the extent that failure so to comply does not
have a Material Adverse Effect on Baldwin, any Borrower or any of their
Subsidiaries. The Borrowers and Baldwin are not aware of any prior use of any of
the owned or leased properties of Baldwin, the Borrowers or any of their
Subsidiaries by any Person, that constitutes a violation of any Environmental
Laws, except to the extent that such violation does not have a Material Adverse
Effect on Baldwin, any Borrower, or any of their Subsidiaries. Neither any
Borrower nor Baldwin is aware of any event, condition, or activity which may
interfere with or prevent continued compliance by Baldwin, the Borrowers and
their Subsidiaries with all Environmental Laws, except to the extent that
failure so to

                                       47
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continue to comply would not have a Material Adverse Effective on Baldwin,
Borrower or any of their Subsidiaries.

         6.9. LABOR RELATIONS. There is not now pending, nor to the knowledge of
any Borrower or any Borrower Subsidiary threatened, any strike, work stoppage,
work slow-down, or material grievance or other dispute between Baldwin, any
Borrower or any of their Subsidiaries and any bargaining unit or significant
number of its respective employees.

         6.10. DISCLOSURE. Neither this Agreement, the Notes, the other Loan
Documents nor any other document, certificate or statement furnished to the
Agent or any Lender by or on behalf of Baldwin, any Borrower or any Guarantor in
connection herewith contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained herein
and therein, in light of the circumstances under which they were made, not
misleading. There is no fact peculiar to Baldwin, any Borrower or any of their
Subsidiaries which has a Material Adverse Effect on Baldwin, any Significant
Subsidiary or the Consolidated Group and which has not been set forth in this
Agreement, the Notes, the other Loan Documents or in other documents,
certificates and statements furnished to the Agent and the Lenders by or on
behalf of Baldwin, any Borrower or any Guarantor prior to the date hereof in
connection with the transactions contemplated by this Agreement.

         6.11. STATUS UNDER CERTAIN FEDERAL STATUTES. Neither Baldwin nor any
Borrower nor any of their Subsidiaries is (a) an "investment company" or a
company "controlled" by an "investment company" or an "open-end investment
company" or a "unit investment trust" or a "face-amount certificate company",
within the meaning of the Investment Company Act of 1940, as amended, (b) a
"holding company" or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", as such terms are defined in the Public Utility Holding Company Act of
1935, as amended, or (c) a "carrier", as defined in section 11,301(a)(1) of
Title 49 of the United States Code and subject to the provision of such Title.
Neither Baldwin nor any Borrower nor any of their Subsidiaries is a "national of
any designated foreign country", within the meaning of the Foreign Assets
Control Regulations or the Cuban Assets Control Regulations of the United States
Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as amended, or any
regulations or rulings issued thereunder. Neither the making of the Loans nor
the use of such proceeds by the Borrowers as required by this Agreement will
violate the Foreign Assets Control Regulations, the Foreign Funds Control
Regulations, the Transaction Control Regulations, the Cuban Assets Control
Regulations, the Iranian Assets Control Regulations, the Libyan Sanctions
Regulations, the Iranian Transactions Regulations, the Iraqi Sanctions
Regulations, the Haitian Transactions Regulations, or any other regulations of
the U.S. Treasury Department (as set forth in 31 C.F.R., Subtitle B,

                                       48
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Chapter V, as amended), or any of Executive Orders 12,722, 12,724, 12,808 and
12,810 of the President of the United States.

         6.12. MARGIN STOCK. Neither Baldwin nor any Borrower nor any of their
respective Subsidiaries is engaged principally in, or has as one of its
important activities, the business of extending credit for the purpose of
purchasing or carrying any "margin stock" as such terms is defined in Regulation
U, as amended (12 C.F.R. Part 221), of the Board. The proceeds of the borrowings
made pursuant to Section 2.1 hereof will be used by the Borrowers only for the
purposes set forth in Section 2.6 hereof. None of such proceeds will be used by
any Borrower or any Borrower Subsidiary, directly or indirectly, for the purpose
of purchasing or carrying any margin stock or for the purpose of reducing or
retiring any Indebtedness which was originally incurred to purchase or carry
margin stock or for any other purpose which might constitute any of the Loans
under this Agreement a "purpose credit" within the meaning of said Regulation U
or Regulation X (12 C.F.R. Part 224) of the Board. Neither any Borrower nor any
agent authorized to act, and acting, in its behalf (other than the other parties
to this Agreement) has taken or will take any action which would cause this
Agreement or any of the Loan Documents to violate any regulation of the Board or
to violate the Exchange Act or any state securities laws, in each case as in
effect on the date hereof.

         6.13. NO CONSENTS, ETC. Neither the respective businesses or properties
of Baldwin, any Borrower, any Borrower Subsidiary, any Sector Subsidiary or any
Baldwin Subsidiary nor any relationship between Baldwin, any Borrower, any
Borrower Subsidiary, any Sector Subsidiary or any of Baldwin Subsidiary and any
other Person, nor any circumstance in connection with the execution, delivery
and performance of the Loan Documents and the transactions contemplated thereby
is such as to require a consent, approval or authorization of, or filing,
registration or qualification with, any governmental or other authority or any
other Person on the part of Baldwin, any Borrower, any Borrower Subsidiary, any
Sector Subsidiary or any Baldwin Subsidiary as a condition to the execution,
delivery and performance of, or consummation of the transactions contemplated
by, this Agreement or the other Loan Documents, except where such consent,
approval, authorization, filing, registration or qualification has been obtained
or effected, or will be obtained or effected in the ordinary course or where the
failure to obtain or effect the same could not reasonably be expected to have a
Material Adverse Effect on Baldwin, any Significant Subsidiary or the
Consolidated Group.

         6.14. SOLVENCY. Baldwin, each Borrower, each Guarantor, and each of
their Subsidiaries is Solvent after giving effect to the transactions
contemplated by this Agreement and the other Loan Documents.

                                       49
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         6.15. RESTRICTIONS ON DIVIDENDS. Except as set forth in this Agreement,
there are no restrictions on the ability of any Subsidiary to pay dividends to
Baldwin or any Borrower.

         6.16. NO SENIOR OR EQUAL DEBT. Neither Baldwin nor any Borrower, nor
any Borrower Subsidiary nor any Sector Subsidiary is directly or indirectly
liable with respect to (i) any Indebtedness that is senior to the Obligations,
or (ii) any Indebtedness for Money Borrowed (other than the Existing Capitalized
Leases and other than the Indebtedness under the Senior Note Documents) that
ranks equal to or pari passus with the Obligations.

         6.17. SURVIVAL OF WARRANTIES AND REPRESENTATIONS. Each Borrower
covenants, warrants and represents to the Agent that all representations and
warranties of the Borrowers contained in this Agreement and the other Loan
Documents shall survive the execution, delivery and acceptance hereof and
thereof by the parties hereto and thereto and the closing of the transactions
described herein or related hereto and any investigation at any time made by or
on behalf of the Agent shall not diminish the Agent's right to reply thereon.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

         Until all principal and interest on the Loans are paid in full, all
fees, charges and other expenses then due and owing are paid in full and the
Total Commitment has been terminated in accordance with the terms hereof, unless
the Required Lenders shall otherwise consent in writing, each Borrower and
Baldwin will:

         7.1. FINANCIAL REPORTING. Deliver or cause to be delivered to the Agent
and each Lender:

                  (a)      as soon as practicable and in any event not more than
45 days after the end of each Fiscal Quarter of Baldwin (except the fourth
quarter), (i) a consolidated (and upon the request of the Agent or any Lender,
consolidating) balance sheet of Baldwin and its Subsidiaries, and a balance
sheet of each of BAM and BTL, in each case as at the end of such Fiscal Quarter
and for the Fiscal Year to date, and (ii) the related consolidated (and, with
respect to statements of income and changes in shareholders' equity, upon the
request of the Agent or any Lender, consolidating) statements of income, of
changes in shareholders' equity and of cash flows of Baldwin and its
Subsidiaries, and the respective statements of income and of changes in
shareholders' equity of each of BAM and BTL, in each case for such period(s)
setting forth, in each case in comparative form, figures for the corresponding
period(s) in the preceding Fiscal Year of Baldwin, all in reasonable detail and
in accordance with GAAP and certified by the chief accounting officer or chief
financial officer of Baldwin, BAM and BTL as fairly presenting the consolidated
(and, if requested,

                                       50
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consolidating) financial condition of Baldwin and its Subsidiaries, and the
financial condition of each of BAM and BTL, as at the dates indicated and the
consolidated results of their operations and cash flows, in each case for the
periods indicated, in conformity with GAAP (except as disclosed in the
certificate of such chief accounting officer or chief financial officer with any
changes in accounting policies discussed in reasonable detail), subject to
changes resulting from year-end adjustments not material in scope or amount;

                  (b)      as soon as practicable and in any event not more than
90 days after the end of each Fiscal Year of Baldwin, (i) a consolidated and
consolidating balance sheet of Baldwin and its Subsidiaries, and a balance sheet
of each of BAM and BTL, in each case as of the end of such Fiscal Year and (ii)
the related consolidated (and with respect to statements of income and changes
in shareholders' equity, upon the request of the Agent or any Lender,
consolidating) statements of income, of cash flows and of changes in
shareholders' equity of Baldwin and its Subsidiaries, and the respective
statements of income and of changes in shareholders' equity of each of BAM and
BTL, for such Fiscal Year, and setting forth in each case, in comparative form,
corresponding figures for the preceding Fiscal Year of Baldwin, all in
reasonable detail and in accordance with GAAP and (i) in the case of such
consolidated financial statements accompanied by a report thereon of Price
Waterhouse or other independent certified public accountants of recognized
national standing selected by Baldwin, which report shall be without limitations
to the scope of the audit and shall state that such consolidated financial
statements present fairly the financial condition of Baldwin and its
Subsidiaries as at the dates indicated and the consolidated results of their
operations and cash flows for the periods indicated in conformity with GAAP
(except as otherwise specified in such report) and that the audit by such
accountants in connection with such consolidated financial statements has been
made in accordance with generally accepted auditing standards and (ii) in the
case of the financial statement of each of BAM and BTL, accompanied by a review
report with respect to such financial statements prepared by the same
independent certified public accountants that prepared the report referred to in
clause (i) above for such Fiscal Year;

                  (c)      together with each delivery of financial statements
of Baldwin and its Subsidiaries pursuant to subparagraphs (a) and (b) of this
Section 7.1, a certificate of the chief financial officer of Baldwin and each
Borrower (i) stating that (A) the signer has reviewed the terms of this
Agreement and the Notes and has made, or caused to be made under his
supervision, a review in reasonable detail of the transactions and condition of
Baldwin and its Subsidiaries during the fiscal period covered by such financial
statements and that such review has not disclosed the existence during or at the
end of such fiscal period, and that to the best of his knowledge after
reasonable investigation the signer has no knowledge of the existence as at the
date of such certificate, of

                                       51
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any condition or event which constitutes a Default or Event of Default or, if
any such condition or event existed or exists, specifying the nature and period
of existence thereof and what action Baldwin and the Borrowers have taken, are
taking or propose to take with respect thereto and (ii) Baldwin, the Borrowers
and their Subsidiaries are in compliance with the provisions of Sections 8.1,
8.2, 8.3 and 8.4 hereof and (B) demonstrating (with computations in reasonable
detail) compliance by Baldwin, the Borrowers and their Subsidiaries with the
provisions of Sections 8.1, 8.2, 8.3 and 8.4;

                  (d)      together with each delivery of financial statements
of Baldwin and its Subsidiaries pursuant to subparagraph (b) of this Section
7.1, a certificate by Baldwin's independent public accountants stating (i) that
their audit examination has included a review of the terms of this Agreement and
the Notes as they relate to accounting matters and that such review is
sufficient to enable them to make the statement referred to in clause (iii) of
this subparagraph (d), (ii) whether, in the course of their audit examination,
there has been disclosed the existence during the Fiscal Year covered by such
financial statements (and whether they have knowledge of the existence as of the
date of such accountants' certificate) of any condition or event which
constitutes a Default or Event of Default under Sections 8.1, 8.2, 8.3 (other
than 8.3(a) or 8.3(g)) and 8.4 hereof, and if during their audit examination
there has been disclosed (or if they have knowledge of) such a condition or
event, specifying the nature and period of existence thereof (it being
understood, however, that such accountants shall not be liable to any Person by
reason of their failure to obtain knowledge of any Default or Event of Default
which would not be disclosed in the course of an audit conducted in accordance
with generally accepted auditing standards), and (iii) that based on their
annual examination nothing came to their attention which causes them to believe
that the information contained in the certificate of Baldwin's and each
Borrower's chief financial officer delivered pursuant to subparagraph (c) of
this Section 7.1 insofar as it relates to accounting or auditing matters is not
correct or that the matters set forth in such certificate are not stated in
accordance with the terms of this Agreement (it being understood that such
independent public accountants' examination was not primarily directed toward
determining the accuracy of such information);

                  (e)      promptly after receipt thereof by Baldwin or any
Borrower, copies of all material reports submitted to Baldwin or such Borrower
by independent public accountants and consultants in connection with each
annual, interim or special audit of the books of Baldwin or any Significant
Subsidiary made by such accountants;

                  (f)      promptly after any officer of Baldwin, any Borrower
or any of their Subsidiaries obtains knowledge (i) that a condition or event
exists that constitutes a Default or Event of Default, (ii) that the Agent or
any Lender has given any notice or taken any

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other action with respect to a claimed Default or Event of Default under this
Agreement, (iii) of any condition or event peculiar to Baldwin, any Borrower or
any of their Subsidiaries which could reasonably be expected to have a Material
Adverse Effect on Baldwin, any Significant Subsidiary or the Consolidated Group,
(iv) that any Person has given any notice to Baldwin, any Borrower or any of
their Subsidiaries or taken any other action with respect to a claimed default
or event or condition of the type referred to in Section 9.1(j), (v) of the
institution of any litigation involving claims against Baldwin, any Borrower or
any of their Subsidiaries equal to or greater than $500,000 with respect to any
single cause of action or $1,000,000 in the aggregate, (vi) of the assertion by
any Person of a claim for breach or violation of any Environmental Law or for
damages resulting from such breach or violation against Baldwin, any Borrower or
any of their Subsidiaries which if adversely determined against Baldwin or such
Borrower or Subsidiary would have a Material Adverse Effect on Baldwin or such
Borrower or Subsidiary or on the Consolidated Group, (vii) of the assertion of
any claim by any Person seeking injunctive relief against Baldwin, any Borrower
or any of their Subsidiaries which would impair the conduct by Baldwin, any
Borrower or any of their Subsidiaries of its business in the ordinary course or
the performance of this Agreement, the Notes or any Loan Document or (viii) the
occurrence of any default or any event of default under any Senior Note Document
or any other agreement, instrument or note evidencing or pursuant to which any
other Indebtedness, the outstanding principal amount of which exceeds
$1,000,000, has been issued by Baldwin, any Borrower or any of their
Subsidiaries, specifying the nature and period of existence of any such
condition or event, or specifying the notice given or action taken by the Agent
or such Lender or Person and the nature of such claimed Default, Event of
Default, event or condition, and what action the Borrowers have taken, are
taking or propose to take with respect thereto;

                  (g)      promptly after any officer of Baldwin, any Borrower
or any of their Subsidiaries obtains knowledge of the occurrence of any (i)
"reportable event", as such term is defined in section 4043 of ERISA, with
respect to any Plan, (ii) "prohibited transaction" as such term is defined in
section 4975 of the Code, in connection with any Plan or any trust created
thereunder which is not otherwise exempt under a statutory, class or
administrative exemption, (iii) event described in Section 8.5, (iv)
reorganization or termination of any Multiemployer Plan to which Baldwin, any
Borrower or any Related Person is obligated or has been obligated to contribute,
(v) termination of any Plan, or proceedings to terminate any Plan which are
pending or threatened, (vi) liability to or on account of any Plan under section
4062, 4063 or 4064 of ERISA which will or may be incurred by Baldwin, any
Borrower or a Related Person, a written notice specifying the nature thereof,
what action Baldwin, such Borrower or any Related Person has taken, is taking or
proposes to take with respect

                                       53
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thereto, and, when known, any action taken or threatened by the Internal Revenue
Service or the PBGC with respect thereto;

                  (h)      promptly after the transmission thereof, copies of
all such financial statements, proxy statements, notices and reports as Baldwin,
any Borrower or any of their Subsidiaries shall send to its public debtholders
or public stockholders and copies of all registration statements (without
exhibits) and all reports which Baldwin, any Borrower or any of their
Subsidiaries files with the SEC;

                  (i)      promptly after the transmission thereof, copies of
all such financial statements, notices, certificates and reports as Baldwin, any
Borrower or any of their Subsidiaries shall send to any holder under the Senior
Note Documents or to any other lender, or group of lenders, if the aggregate
Debt outstanding to such lender, or group of lenders, (x) from Baldwin, the
Borrowers and their Subsidiaries (other than the Sector Subsidiaries and their
Subsidiaries) exceeds $1,000,000 or (y) from the Sector Subsidiaries and their
Subsidiaries exceeds $3,000,000;

                  (j)      promptly after receipt thereof, copies of all
reports, statements and notices Baldwin, any Borrower or any of their
Subsidiaries may receive in accordance with Section 13(d) or 14(d) of the
Exchange Act and the rules and regulations promulgated thereunder by the SEC;

                  (k)      promptly upon any such occurrence, written notice of
any event resulting in a mandatory reduction in the Total Commitment, an
increase in the Unavailable Commitment Amount, or prepayment of the Loans, and
of the net proceeds, if any, realized by any Borrower in connection therewith or
as a result thereof;

                  (l)      as soon as practicable and in any event not more than
60 days after the end of each Fiscal Year (each, a "Prior Fiscal Year") of
Baldwin, a copy of consolidating financial projections (including consolidating
projected balance sheets and income statements) and consolidated projected cash
flow statements, for Baldwin, each Borrower, each Sector Subsidiary and any
other direct Subsidiary of Baldwin, in each case with respect to the Fiscal Year
immediately following such Prior Fiscal Year;

                  (m)      as soon as practicable and in any event within thirty
(30) days of the end of each calendar quarter, an Available Commitment
Certificate as at the end of such calendar quarter, accompanied by a certificate
of an Authorized Officer that, at no time since the delivery of the previous
Available Commitment Certificate to the Agent, was the principal amount of Loans
outstanding greater than the Total Commitment less the Unavailable Commitment
Amount (without duplication);

                  (n)      with reasonable promptness, such other information
and data with respect to Baldwin, any Borrower or any of their

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Subsidiaries as from time to time may be reasonably requested by the Agent or
any Lender.

         7.2. INSPECTION OF PROPERTY. Permit any Person designated by the Agent
or any Lender, at the Agent's or such Lender's expense (unless such inspection
shall be made during the continuance of a Default or after the occurrence of an
Event of Default, in which event the reasonable expense of such inspection shall
be borne by the Borrowers, jointly and severally), to visit and inspect any of
the properties of itself or any of its Subsidiaries, to examine the corporate
books and financial records of itself or any of its Subsidiaries and make copies
thereof or extracts therefrom and to discuss the affairs, finances and accounts
of itself or any of its Subsidiaries with the principal officers of it or such
Subsidiary, and (prior to the occurrence and continuance of a Default or Event
of Default), upon consent of any Borrower (which consent shall not be
unreasonably withheld) and at the expense of the Agent or such Lender (and
during the continuance of a Default or after the occurrence of an Event of
Default without the consent of Baldwin or any Borrower and at the expense of the
Borrowers) Baldwin's and each Borrower's independent public accountants (and by
this provision the Borrowers authorize such accountants to discuss with any
Person so designated the affairs, finances and accounts of Baldwin, the
Borrowers and their Subsidiaries), all at such reasonable times and as often as
the Agent or such Lender may reasonably request.

         7.3. CORPORATE EXISTENCE, ETC. At all times preserve and keep in full
force and effect its, and their Subsidiaries', corporate existence, and rights
and franchises material to the business of Baldwin, any Significant Subsidiary
or the Consolidated Group except as otherwise specifically permitted by Section
8.3(d), and qualify, and cause each of its Subsidiaries to qualify, to do
business in any jurisdiction where the failure to do so would have a Material
Adverse Effect on Baldwin, any Significant Subsidiary or the Consolidated Group.

         7.4. PAYMENT OF TAXES AND CLAIMS. Pay, and cause each of their
Subsidiaries to pay, (i) all income taxes before the same shall become
delinquent, except where such income taxes are contested in good faith by
appropriate proceedings promptly instituted and diligently conducted, and only
if adequate reserves therefor have been established on its books of account in
accordance with GAAP, and (ii) all other taxes, assessments and other
governmental charges imposed upon it or any of its properties or assets or with
respect to any of its franchises, business, income or profits before any penalty
or interest accrues thereon, and all claims (including, without limitation,
claims for labor, services, materials and supplies) for sums which have become
due and payable, except where such tax, assessment, charge or claim is being
contested in good faith by appropriate proceedings promptly instituted and
diligently conducted and only if such reserves or other appropriate provisions,
if any, as shall be required by GAAP

                                       55
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shall have been made therefor, and except, in either case, for income taxes,
other taxes, assessments, and other charges which in the aggregate with all
other unpaid taxes, assessments and governmental charges do not and will not
have a Material Adverse Effect on Baldwin, any Significant Subsidiary or the
Consolidated Group.

         7.5. COMPLIANCE WITH LAWS, ETC. Comply, and cause each of their
Subsidiaries to comply, with the requirements of all applicable laws, rules,
regulations and orders of any governmental authority (including, without
limitation, the Occupational Safety and Health Act of 1970, as amended, ERISA
and all Environmental Laws), the violation of which would have a Material
Adverse Effect on Baldwin, any Significant Subsidiary or the Consolidated Group.

         7.6. MAINTENANCE OF PROPERTIES. Maintain or make adequate arrangements
for the maintenance of, and cause each of their Subsidiaries to maintain or make
adequate arrangements for the maintenance of, in good repair and working order
and condition, subject to reasonable wear and tear and obsolescence, all
properties used or useful in its or their business, and from time to time make
or cause to be made all appropriate repairs, renewals and replacements thereof.

         7.7. INSURANCE. Maintain, and cause each of their Subsidiaries to
maintain, with financially sound and reputable insurers, insurance with respect
to its properties and business and the properties and business of Baldwin and
such Subsidiaries in such forms and amounts and against such risks customarily
insured against by corporations of established reputation engaged in the same or
similar business and similarly situated, and notify the Agent promptly of any
event or occurrence causing a material loss thereof and the estimated (or
actual, if available) amount of such loss.

         7.8. SCOPE OF BUSINESS. Engage, and cause each of their Subsidiaries to
engage, only in Businesses in substantially the same fields as the businesses
conducted on the date of this Agreement.

         7.9. ENVIRONMENTAL COMPLIANCE. (i) Obtain and maintain, and cause each
of their Subsidiaries to obtain and maintain, all permits, licenses, and other
authorizations that are required under all Environmental Laws, (ii) comply, and
cause each of their Subsidiaries to comply, with all terms and conditions of all
such permits, licenses, and authorizations and with all other applicable
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules, and timetables contained in all Environmental Laws or in
any regulation, ordinance, code, plan, order, decree, judgment, injunction,
notice, or demand letter issued, entered, promulgated, or approved thereunder,
except to the extent that failure to do so does not have a Material Adverse
Effect on Baldwin, any Borrower, or any of their Subsidiaries, and

                                       56
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(iii) operate, and cause each of their Subsidiaries to operate, all property
owned or leased by it such that no claim or obligation, including a clean-up
obligation, which could have a Material Adverse Effect on Baldwin, any Borrower
or any of their Subsidiaries, shall arise under any Environmental Law, and if
any claim is made against Baldwin, any Borrower or any of their Subsidiaries or
any such obligation of Baldwin, any Borrower or any of their Subsidiaries, which
would have a Material Adverse Effect on Baldwin, any Borrower, any of their
Subsidiaries or the Consolidated Group, arises under any Environmental Law, the
party against whom such claim is made shall timely satisfy such claim or
obligation.

         7.10. MAINTENANCE OF BOOKS AND RECORDS. Do, and cause each of their
Subsidiaries to do, the following: (i) keep proper records and books of account
with respect to its business activities in which proper entries are made in the
ordinary course of all dealings or transactions of or in relation to its
business and affairs; (ii) set up on its books adequate reserves with respect to
all taxes, assessments, charges, levies and claims; and (iii) set up on its
books reserves against doubtful accounts receivable, advances and all other
proper reserves (including reserves for depreciation, obsolescence or
amortization of its property). All determinations pursuant to this Section 7.10
shall be made in accordance with, or as required by, GAAP. Notwithstanding the
foregoing, Baldwin, any Borrower or any of their Subsidiaries may make
adjustments and changes in the manner in which their books and records are kept;
provided, that:

                  (a)      all such adjustments and changes shall be required or
permitted by GAAP but need not conform with its prior accounting practice;

                  (b)      the Agent and each Lender shall be given (i) written
notice from Baldwin and each Borrower of all such changes or adjustments with
the delivery of the financial statements required by Section 7.1(a) or 7.1(b),
as the case may be, for the fiscal period in which such adjustment or change was
first put into effect, and (ii) with the delivery of the financial statements
required by Section 7.1(b) a description by the independent certified public
accountants who audited such financial statements of the effect of all such
changes and adjustments put into effect in the preceding Fiscal Year on such
financial statements (i) which are required by GAAP to be referred to in such
financial statements or such independent certified public accountants' opinions
thereon, or (ii) if not required by GAAP, with respect to which the Agent has
reasonably requested a description;

                  (c)      the financial covenants and ratios set forth in
Section 8.1 and the ratios set forth in Section 8.4(a) shall continue to be
calculated without regard to such adjustments or changes unless and until the
Agent and each Lender has consented thereto.

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         7.11. PAYMENT OF TRADE PAYABLES. Pay, and cause each of its
Subsidiaries to pay, all trade payables promptly (i) in accordance with their
terms or (ii) in accordance with prior practice, if paying trade payables in
accordance with such prior practice (and not in accordance with their terms)
would not, in each circumstance or in the aggregate, have a Material Adverse
Effect on Baldwin, any Significant Subsidiary or the Consolidated Group.

         7.12. PAY INDEBTEDNESS TO LENDERS AND PERFORM OTHER COVENANTS. (a) Make
full and timely payment of the principal of and interest on the Notes and all
other Obligations whether now existing or hereafter arising; and (b) duly comply
with all terms and covenants contained in all other Loan Documents.

         7.13. ENVIRONMENTAL REPORTS. Promptly provide to the Agent true,
accurate and complete copies of any and all material documents, including
reports, submissions, notices, orders, directives, findings and correspondence
made or received by Baldwin, any Borrower or any Subsidiary to or from the
United States Environmental Protection Agency ("EPA") or any other federal,
state or local authority pursuant to any federal, state or local law, code or
ordinance and all rules and regulations promulgated thereunder which require
informational submissions pursuant to Environmental Laws regarding or in
connection with any matter or situation that would reasonably be likely to
result in a Material Adverse Effect on Baldwin, any Significant Subsidiary or
the Consolidated Group.

         7.14. NOTICE OF DISCHARGE OF HAZARDOUS MATERIAL OR ENVIRONMENTAL
COMPLAINT. Give to the Agent immediate written notice of any complaint, order,
directive, claim, citation or notice by any governmental authority or any other
Person to Baldwin, any Borrower or any of their Subsidiaries regarding or in
connection with any matter that is reasonably likely to result in a Material
Adverse Effect on Baldwin, any Significant Subsidiary or the Consolidated Group,
with respect to (a) air emissions, (b) spills, releases or discharges to soils
or improvements located thereon, surface water, groundwater or the sewer, septic
system or waste treatment, storage or disposal systems servicing property owned
or leased by Baldwin, any Borrower or any of their Subsidiaries, (c) noise
emissions, (d) solid or liquid waste disposal, or (e) the use, generation,
storage, transportation or disposal of Hazardous Material. Such notices shall
include, among other information, the name of the party who filed the claim, the
nature of the claim and the actual or potential amount of the claim. Each
Borrower shall, and shall cause Baldwin and each of their Subsidiaries to,
promptly comply in all material respects with its obligations under law with
regard to such matters. However, no Borrower shall be obligated to give such
notice to the Agent or any Lender of any use, generation, storage,
transportation, disposal, discharge or existence of any Hazardous Material which
occurs legally.

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         7.15. INDEMNIFICATION. Each Borrower and Baldwin hereby agrees, jointly
and severally, to defend, indemnify and hold the Agent and the Lenders harmless
from and against any and all claims, losses, liabilities, damages and
out-of-pocket expenses (including, without limitation, cleanup costs and
reasonable attorneys' fees including those arising by reason of any of the
aforesaid or an action against Baldwin, any Borrower or any of their
Subsidiaries under this indemnity) of or against the Agent or any Lender arising
directly or indirectly from, out of or by reason of the handling, storage,
treatment, emission, leakage, spillage, discharge, release or disposal of any
Hazardous Material by or in respect of Baldwin, any Borrower or any Subsidiary
or on property owned or leased by Baldwin, any Borrower or any Subsidiary. This
indemnity shall apply notwithstanding any negligent or other contributory
conduct by or on the part of the Agent or any Lender or any one or more other
Persons (excluding the gross negligence or willful misconduct of the Agent or
any Lender). The provisions of this Section 7.15 shall survive repayment of the
Obligations, occurrence of the Revolving Credit Termination Date and expiration
or termination of this Agreement.

         7.16. FURTHER ASSURANCES. At its cost and expense, upon request of the
Agent, duly execute and deliver or cause to be duly executed and delivered, to
the Agent such further instruments, documents, certificates, financing and
continuation statements, and do and cause to be done such further acts as may be
reasonably necessary to carry out more effectively the provisions and purposes
of this Agreement and the other Loan Documents.

         7.17. USE OF PROCEEDS. Use the proceeds of the Loans solely for the
purposes set forth in Section 2.6 of this Agreement.

         7.18. NEW SUBSIDIARIES. Promptly following the formation or acquisition
of any Subsidiary of any Borrower or any direct Subsidiary of Baldwin (other
than a BAM Foreign Subsidiary, a BTL Foreign Subsidiary or a Baldwin Foreign
Subsidiary) subsequent to the Closing Date, cause to be delivered to the Agent
for the benefit of the Lenders each of the following, each in form reasonably
acceptable to the Agent:

                  (a)      a guaranty agreement pursuant to which such
Subsidiary guarantees all of the Obligations;

                  (b)      an opinion of counsel to each Borrower and such
Subsidiary dated as of the date of delivery of the guaranty agreement provided
in the foregoing clause (a) and addressed to the Agent and the Lenders, in form
and substance reasonably acceptable to the Agent, substantially to the effect
that:

                           (1)      such Subsidiary is duly organized, validly
existing and in good standing in the jurisdiction of its incorporation and has
the requisite corporate power and authority

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to execute and deliver the guaranty agreement described in clause (a) of this
Section 7.18; and

                           (2)      with respect to such Subsidiary, its
execution, delivery and performance of the guaranty agreement delivered pursuant
to clause (a) of this Section 7.18 to which such Subsidiary is a signatory has
been duly authorized by all requisite corporate action (including any required
shareholder approval), such document has been duly executed and delivered by it
and constitutes its valid and binding obligation, enforceable against such
Subsidiary in accordance with its terms, subject to the effect of any applicable
bankruptcy, moratorium, insolvency, reorganization, fraudulent transfer or
conveyance or other similar laws affecting the enforceability of creditors'
rights generally and to the effect of general principles of equity which may
limit the availability of equitable remedies (whether in a proceeding at law or
in equity); and

                  (c)      current copies of the charter and bylaws of such
Subsidiary and resolutions of the Board of Directors (and, if required by such
charter, bylaws or by applicable laws, of the shareholders) of such Subsidiary
authorizing the actions and the execution, delivery and performance of this
guaranty agreement described in clause (a) of this Section 7.18 and a
certificate or certificates of the Secretary of State, Department of Revenue or
appropriate government authority certifying that such Subsidiary is duly
qualified to transact business as a foreign corporation in such jurisdiction
from each jurisdiction in which the failure to be so qualified would have a
Material Adverse Effect on Baldwin, any Significant Subsidiary or the
Consolidated Group.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         Until all principal and interest on the Loans are paid in full, all
fees, charges and other expenses then due and owing are paid in full and the
Total Commitment has been terminated in accordance with the terms hereof, unless
the Required Lenders shall otherwise consent in writing, each Borrower and
Baldwin covenants and agrees that:

         8.1.     FINANCIAL COVENANTS.  It will not:

                  (a) Consolidated Net Worth. Permit Consolidated Net Worth,
         calculated as of the last day of any Fiscal Quarter of Baldwin after
         June 30, 1995, to be less than (i) $80,000,000, plus (ii) an amount
         equal to 50% of the aggregate of the Consolidated Net Income (without
         deduction for quarterly losses) in each Fiscal Quarter thereafter.

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                  (b)      Current Ratio.  Permit the Current Ratio, calculated
         as of the last day of any Fiscal Quarter after June 30, 1993, to be 
         less than 1.3 to 1.0.

                  (c)      Funded Debt to Cash Flow.  Permit, as of the last
         day of any Fiscal Quarter of Baldwin, the ratio of
         Consolidated Funded Debt to Consolidated Cash Flow for the
         period indicated below ending as of such Fiscal Quarter end to
         be greater than the ratio set forth opposite such period below:



                                                                               Required Ratio of
                                                                              Consolidated Funded
                  Period                                                Debt to Consolidated Cash Flow
                                                                              

         Each period of four                                                     2.75 to 1.00
                  consecutive Fiscal 
                  Quarters ended 
                  December 31, 1995, 
                  March 31, 1996, 
                  June 30, 1996, 
                  September 30, 1996 and 
                  December 31, 1996

         Each period of four                                                     2.50 to 1.00
                  consecutive Fiscal 
                  Quarters ended 
                  March 31, 1997, 
                  June 30, 1997, 
                  September 30, 1997 and 
                  December 31, 1997

         Each period of four                                                     2.10 to 1.00
                  consecutive Fiscal 
                  Quarters ended 
                  March 31, 1998, 
                  June 30, 1998, 
                  September 30, 1998, 
                  December 31, 1998 and 
                  each March 31, June 30 
                  September 30 and December 31 
                  thereafter.


                  (d)      Fixed Charge Ratio.  Permit the Consolidated Fixed
         Charge Ratio for the period indicated below to be less than
         the ratio set forth below opposite such period below:

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                                                                             Required Consolidated
                  Period                                                      Fixed Charge Ratio

                                                                                   
         The period of four                                                      2.50 to 1.00
                  consecutive Fiscal
                  Quarters ended
                  December 31, 1995

         The period of four                                                      2.25 to 1.00
                  consecutive Fiscal
                  Quarters ended
                  March 31, 1996

         Each period of four                                                     2.50 to 1.00
                  consecutive Fiscal
                  Quarters ended
                  June 30, 1996,
                  September 30, 1996 and
                  December 31, 1996

         Each period of four                                                     2.10 to 1.00
                  consecutive Fiscal 
                  Quarters ended 
                  March 31, 1997, 
                  June 30, 1997, 
                  September 30, 1997, 
                  December 31, 1997 and 
                  each March 31, June 30, 
                  September 30 and December 31 
                  thereafter


         The foregoing notwithstanding, if at any time after December 31, 1996,
any current maturities of Funded Debt related to the Senior Note Documents are
prepaid, extended or altered in any respect such that they no longer qualify or
are no longer categorized, as current maturities of Funded Debt, then the
required minimum Consolidated Fixed Charge Ratio shall thereafter be 2.50 to
1.00, provided that if all current maturities with respect to the Senior Note
Documents subsequently qualify, and are categorized, as current maturities of
Funded Debt, then the required minimum Consolidated Fixed Charge Ratio shall
revert to the levels set forth in the preceding columns.

         8.2. RESTRICTED PAYMENTS. (a) Baldwin will not make, and the Borrowers
will not permit Baldwin to make, any Restricted Payments, unless the aggregate
of all such Restricted Payments made by Baldwin does not exceed the sum of (x)
$5,500,000; plus (y) the net cash proceeds received by Baldwin from the issuance
of shares of Eligible Capital Stock; plus (z)(i) 50% of the Consolidated Net
Income from June 30, 1995 through Baldwin's Fiscal Quarter most recently ended
for which financial statements have been (or are required to have been)
furnished to the Agent or any Lender in

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accordance with Section 7.1(a) or 7.1(b), as the case may be, taken as a single
accounting period or, (ii) in the event Consolidated Net Income for such period
shall be a negative number, 100% of such amount (expressed as a negative
number); provided, further, however, that no Restricted Payment shall be
permitted by Baldwin if an Event of Default or Default exists immediately before
or immediately after such payment or would otherwise reasonably be anticipated
to result therefrom.

                  (b)      No Borrower will make, and neither Borrower nor
Baldwin will permit any Baldwin Subsidiary or any Borrower Subsidiary to make,
any Restricted Payments (other than dividends by any Baldwin Subsidiary or
distributions on any other securities of any Baldwin Subsidiary held by either
Borrower or Baldwin) if an Event of Default or Default exists immediately before
or immediately after such payment or would otherwise reasonably be anticipated
to result therefrom.

         8.3. LIENS AND OTHER RESTRICTIONS. It will not, and will not permit any
Borrower Subsidiary or any Baldwin Subsidiary to:

                  (a)      Liens. Create, assume or suffer to exist any Lien on
its or any Borrower Subsidiary's or Baldwin Subsidiary's property or assets,
whether now owned or hereafter acquired or upon any income or profits therefrom,
or transfer any property for the purpose of subjecting the same to the payment
of obligations in priority to the payment of its general creditors except for:

                           (i)      Liens on fixed assets incurred by Baldwin,
         any Borrower or any of their Subsidiaries in the ordinary course of
         business in connection with the acquisition or construction thereof,
         which secure all or part of the purchase price thereof (including
         Capitalized Leases) and Liens existing on property at the time of its
         purchase or construction thereof; provided, however, that (A) each such
         Lien is confined solely to the property so purchased or constructed,
         improvements thereto and proceeds thereof, (B) such Liens secure only
         the purchase price for such property and the amount of the Debt secured
         by such Lien does not exceed 80% of the cost of such property, (C) the
         Indebtedness secured by such Lien is incurred at the time of the
         acquisition, or within one hundred twenty (120) days following the date
         of acquisition, of the fixed assets subject thereto, and (D) the
         Indebtedness secured thereby would otherwise be permitted by Section
         8.4;

                           (ii)     Liens representing any renewal, refunding or
         extension of any Lien permitted by clause (i) of this Section 8.3(a)
         provided that the principal amount secured and then outstanding is not
         increased, the Lien is not

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         extended to other property and the Indebtedness secured thereby would
         be permitted under Section 8.4;

                           (iii)    Liens, and other charges incidental to the
         conduct of its business, or the ownership of its property (including
         charges for taxes or otherwise arising by operation of law, mechanics',
         carriers', workers', repairmen's, warehousers' or other similar liens),
         which are not incurred in connection with the borrowing of money or the
         securing of Indebtedness, provided in each case the obligation secured
         is not overdue or is being contested in good faith by appropriate
         actions or proceedings promptly instituted and diligently conducted and
         such reserves as shall be required by GAAP shall have been made
         therefor and which in the aggregate do not materially diminish the
         value of the property or assets of Baldwin, any Significant Subsidiary
         or the Consolidated Group;

                           (iv)     Liens existing as of this date securing
         Indebtedness listed on Schedule 8.3(a);

                           (v)      deposits or pledges to secure worker's
         compensation, unemployment insurance, old age benefits or other social
         security obligations or retirement benefits;

                           (vi)     Liens arising out of deposits in connection
         with, or to secure the performance of, bids, tenders, trade contracts
         not for the payment of money or leases, or to secure statutory
         obligations or surety or appeal bonds, performance bonds or other
         pledges or deposits for purposes of like nature in the ordinary course
         of business;

                           (vii)    Liens arising under Title IV of ERISA which
         would not have a Material Adverse Effect on Baldwin, any Significant
         Subsidiary or the Consolidated Group;

                           (viii)   survey exceptions or encumbrances, easements
         or reservations, or rights of others for rights-of-way, utilities and
         other similar purposes, or zoning or other restrictions as to the use
         of real properties, which are necessary for the conduct of the
         activities of Baldwin and its Subsidiaries or which customarily exist
         on properties of Persons engaged in similar activities and similarly
         situated and which do not in any event have a Material Adverse Effect
         on, or materially impair their use in the operation of the business of,
         Baldwin, any Significant Subsidiary or the Consolidated Group;

                           (ix)     Liens arising from judgments or decrees not
         constituting a Default or Event of Default unless such lien remains
         undischarged, unstayed on appeal, unbonded

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         and undismissed for a period of sixty (60) consecutive days;

                           (x)      Liens on other assets of Baldwin, the
         Borrowers and their Subsidiaries if (i) the aggregate principal amount
         of the Indebtedness (exclusive of any Indebtedness set forth on
         Schedule 8.3(a)), secured by all such Liens does not at any time exceed
         $15,000,000, provided, however, that the aggregate principal amount of
         Indebtedness secured by Liens on Fixed Assets under this clause shall
         not at any time exceed $7,500,000; and (ii) the aggregate fair market
         value of all assets subject to Liens under the clause (x) shall not
         exceed $20,000,000; and

                           (xi)     Liens on any capital stock of the Borrowers,
         the Borrower Subsidiaries and the Sector Subsidiaries securing the
         Indebtedness under the Senior Note Documents, provided that the
         aggregate principal amount of such Indebtedness secured by all such
         Liens does not at any time exceed $25,000,000 and provided further that
         the Notes hereunder are secured by all such Liens at least equally and
         ratably with such Indebtedness under the Senior Note Documents,
         pursuant to a written agreement in form and substance satisfactory to
         the Agent and the Lenders and their counsel, the enforceability of
         which has been confirmed to the satisfaction of the Agent and the
         Lenders and their counsel.

         (b) Loans, Advances and Investments. Make or permit to remain
outstanding any loan or advance to, or extend credit to, or own, purchase or
acquire any stock (including that of Baldwin), obligations or securities of, or
any other interest in, or make any capital contribution to any Person (other
than the present investment of Baldwin and its Subsidiaries in their respective
Subsidiaries), except that Baldwin and (except as set forth below) any of its
Subsidiaries may:

                           (i)      make or permit to remain outstanding loans
         or advances to any wholly-owned Subsidiary of Baldwin provided that any
         such loans to a Borrower are subordinated to the payment of the
         Obligations and any such loans to a Guarantor are subordinated to such
         Guarantor's obligations under its Guaranty, in each case pursuant to a
         subordination agreement in a form satisfactory to the Agent and the
         Lenders and the enforceability of which has been confirmed to the
         reasonable satisfaction of the Agent and the Lenders and their counsel
         (a "Subordination Agreement"), provided, however, that no Borrower may
         make or permit to remain outstanding any such loan or advance, except
         (A) a loan by a Borrower to one of its Subsidiaries or (B) a loan by
         BAM to Baldwin or a Sector Subsidiary, or (C) a loan by

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         BTL to a Subsidiary of a Sector Subsidiary if and only if such loan is
         reflected by a promissory note that (i) is signed by such Subsidiary of
         a Sector Subsidiary, (ii) has a term of not more than one year, (iii)
         is payable in United States dollars (or as to which arrangements for
         currency conversion that are reasonably acceptable to the Agent have
         been made), (iv) is governed by New York law, (v) is otherwise
         reasonably acceptable to the Agent, and (vi) has been (prior to or on
         the same day as the making of such loan) pledged and delivered by BTL
         to the Agent (and BTL has executed and delivered to the Agent a pledge
         agreement in substantially the form attached hereto as Exhibit H) as
         additional Collateral securing the Obligations, or (D) the loan in the
         original principal amount of $16,750,000 from BTL to Baldwin German
         Capital Holding GmbH existing on the date thereof;

                           (ii)     acquire and own stock, obligations or
         securities received in settlement of debts (created in the ordinary
         course of business) owing to Baldwin or such Subsidiary;

                           (iii)    own, purchase or acquire: (A) securities
         issued or directly and fully and unconditionally guaranteed or insured
         by the United States of America, Japan or any country which is a member
         of the European Economic Community or any agency thereof backed by the
         full faith and credit of the United States of America, Japan or any
         country which is a member of the European Economic Community and
         maturing within one (1) year from the date of acquisition; (B) demand
         deposits in banks in the ordinary course of business (not for
         investment purposes); (C) time deposits, or certificates of deposit
         maturing within one (1) year from the date of acquisition issued by
         commercial banks which are members of the Federal Reserve System and
         chartered under the laws of the United States of America or any state
         or the District of Columbia or Japan or any country which is a member
         of the European Economic Community whose short-term securities are
         rated at least A-1 (or then existing equivalent) by Standard & Poor's
         Corporation and at least P-1 (or then existing equivalent) by Moody's
         Investors Service, Inc.; (D) prime commercial paper maturing not more
         than 270 days from the date of acquisition, having as at any date a
         rating of at least A-1 (or the existing equivalent) from Standard &
         Poor's Corporation or at least P-1 (or then existing equivalent) from
         Moody's Investors Service, Inc. and issued by a corporation organized
         in any state of the United States of America or the District of
         Columbia or Japan or any country which is a member of the European
         Economic Community; and (E) securities of the type described in clause
         (A) of this subparagraph but issued or directly and fully and

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         unconditionally guaranteed or insured by any country (or agency backed
         by the full faith and credit thereof) other than the United States of
         America, Japan or a member of the European Economic Community and
         investments of the type described in clauses (C) and (D) of this
         subparagraph of a bank chartered or a corporation organized in any
         jurisdiction other than the United States of America, any state thereof
         or the District of Columbia, Japan or a member of the European Economic
         Community, provided that the aggregate of all such securities and
         investments, together with the aggregate amount of demand deposits in
         banks located in all countries other than the United States of America,
         Japan or a member of the European Economic Community does not exceed at
         any time $5,000,000, provided, however, that BAM may not own, purchase
         or acquire any securities, investments or demand deposits described in
         this subparagraph (E);

                           (iv)     endorse negotiable instruments for
         collection in the ordinary course of business;

                           (v)      purchase or acquire stock of any Person if
         immediately after such purchase or acquisition such Person will be an
         80% Subsidiary of Baldwin, provided that if, after giving pro forma
         effect to such purchase or acquisition as if it had occurred as of the
         first day of the most recently completed Fiscal Quarter for which
         financial statements were delivered pursuant to Section 6.1, such 80%
         Subsidiary would have been a Significant Subsidiary as of such date,
         then such 80% Subsidiary shall have become a Guarantor;

                           (vi)     make or permit to remain outstanding loans
         or advances to their employees other than advances to employees for
         expenses incurred in the ordinary course of business and loans to
         employees provided the aggregate principal amount of all such loans by
         Baldwin and its Subsidiaries does not at any time exceed $2,500,000
         less the principal amount of any such loans which has been repaid as of
         the date of determination and provided further (i) the proceeds of such
         loans are used solely by such employees to acquire common stock of
         Baldwin; (ii) such loans are secured by a pledge by the employee of the
         stock so acquired; and (iii) such loans are otherwise made on terms no
         less favorable to the Person making such loan than those which might be
         obtained at arm's length between unaffiliated parties;

                           (vii)    make capital contributions to any Borrower ,
         Borrower Subsidiary, any Guarantor or any Subsidiary of a Sector
         Subsidiary; and

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                           (viii)   make Restricted Payments to the extent
         permitted by Section 8.2.

         (c) Sale of Stock and Indebtedness of Subsidiaries. Either directly or
indirectly by the issuance of rights, options for or securities convertible into
such shares, issue, sell or otherwise dispose of, or part with control of, any
shares of capital stock (other than directors' qualifying shares) or
Indebtedness of any Borrower, any Borrower Subsidiary or any Baldwin Subsidiary,
except for (i) the issuance, sale or other disposition of (A) shares of the
capital stock of any Borrower or any Sector Subsidiary to Baldwin or any Sector
Subsidiary, provided, that in the case of such an issuance, sale or disposition
of shares to a Sector Subsidiary, the Borrowers and Baldwin shall immediately
cause such Sector Subsidiary to pledge and deliver such shares to the Agent
(pursuant to a pledge agreement substantially similar to the form of the Baldwin
Pledge Agreement to be executed by such Sector Subsidiary at such time) together
with stock powers executed in blank, as Collateral securing payment and
performance of the Obligations, (B) shares of the capital stock of any Borrower
Subsidiary to the respective Borrower, or (C) shares of the capital stock of any
other Baldwin Subsidiary to Baldwin, or (ii) sales of shares of then issued
capital stock of a Baldwin Subsidiary (other than the capital stock of any
Borrower or any Guarantor, and other than any Subsidiary of a Sector Subsidiary
to whom any capital contribution has been made pursuant to Section 8.3(b)(vii),
and other than any stock pledged, or required to be pledged, to the Agent
pursuant to this Agreement or any other Loan Document), if immediately after
such sale the issuer of such capital stock is no longer a Baldwin Subsidiary and
the sale would otherwise be permitted under Section 8.3(d).

         (d) Merger and Sale of Assets. Merge or consolidate with any other
Person or sell, lease or transfer or otherwise dispose of its assets to any
Person or Persons, except, that:

                           (i) any wholly-owned Subsidiary of Baldwin (other
                  than a Borrower) may merge with Baldwin (provided that Baldwin
                  shall be the continuing or surviving corporation) or merge or
                  consolidate with any one or more other wholly-owned
                  Subsidiaries of Baldwin (provided if any Borrower or any
                  Guarantor is a party to such merger or consolidation it shall
                  be the continuing or surviving corporation except in the case
                  of a merger or consolidation involving any Borrower and any
                  Guarantor, in which case such Borrower shall be the
                  controlling or surviving corporation);

                           (ii) any wholly-owned Subsidiary of Baldwin (other
                  than any Borrower or any Guarantor) may sell, lease, transfer
                  or otherwise dispose of any of its assets to

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                  Baldwin or another wholly-owned Subsidiary of Baldwin provided
                  that immediately after giving effect to such transaction, no
                  Default or Event of Default would result therefrom or
                  otherwise exist immediately before or immediately after such
                  transaction;

                           (iii) Baldwin may merge or consolidate with any other
                  corporation, provided that (A) Baldwin shall be the continuing
                  or surviving corporation; (B) immediately after giving effect
                  to such transaction, were Baldwin or any of its Subsidiaries
                  to incur additional Debt of $1.00, no Default or Event of
                  Default would result therefrom; (C) no Default or Event of
                  Default would otherwise exist immediately before or
                  immediately after such merger or consolidation; and (D) the
                  aggregate book value of the assets acquired by Baldwin and its
                  Subsidiaries as a result of mergers or consolidations
                  permitted by Sections 8.3(d)(iii) and 8.3(d)(iv) shall not
                  exceed $15,000,000 in any one year;

                           (iv) a wholly-owned Subsidiary of Baldwin (other than
                  a Borrower) may merge or consolidate with any other
                  corporation (other than a Borrower ), provided that (A) such
                  Subsidiary shall be the continuing or surviving corporation,
                  except that if either such Subsidiary or the other corporation
                  is a Guarantor, the continuing or surviving corporation shall
                  be a Guarantor; (B) subject to the exception in clause (A),
                  such Subsidiary shall continue to be a wholly-owned Subsidiary
                  of the Company; (C) immediately after giving effect to such
                  transaction, were Baldwin or any of its Subsidiaries to incur
                  additional Debt of $1.00, no Default or Event of Default would
                  result therefrom; (D) no Default or Event of Default would
                  otherwise exist immediately before or immediately after such
                  merger or consolidation; and (E) the aggregate book value of
                  the assets acquired by Baldwin and its Subsidiaries as a
                  result of mergers or consolidations permitted by Section
                  8.3(d)(iii) and 8.3(d)(iv) shall not exceed $15,000,000 in any
                  one year;

                           (v) Baldwin, any Borrower or any of their
                  Subsidiaries may sell, transfer or otherwise dispose of some
                  or all of its properties or assets for such consideration as
                  may be determined to be fair and adequate by the Board of
                  Directors of Baldwin, such Borrower or such Subsidiary (a
                  "Disposition"); provided, however, that (A) no Default or
                  Event of Default exists immediately before or immediately
                  after and giving effect to such Disposition or would otherwise
                  reasonably be anticipated to result therefrom, and (B)
                  immediately after and giving effect to any such Disposition,
                  the aggregate book value, as reflected on the most recent
                  balance sheet of Baldwin furnished to the Agent and the

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                  Lenders pursuant to Section 7.1(a) or 7.1(b), as the case may
                  be, of all such properties and assets so sold by Baldwin, the
                  Borrowers and their Subsidiaries (which, in the case of a sale
                  of capital stock of a Subsidiary, shall equal the seller's
                  share of the aggregate book value of the properties and assets
                  of such Subsidiary and its Subsidiaries, calculated on a
                  consolidated basis) ("Assets Sold") during the then current
                  Fiscal Year, (less the aggregate amount of Qualifying
                  Reinvestments then made by Baldwin, the Borrowers and their
                  Subsidiaries during such Fiscal Year,) does not exceed 10% of
                  Consolidated Net Tangible Assets at the end of the Fiscal Year
                  immediately preceding such Disposition; and

                           (vi) Baldwin, any Borrower or any of their
                  Subsidiaries may sell inventory in the ordinary course of
                  business and Baldwin Japan Limited, a wholly-owned Subsidiary
                  of Baldwin Asia Pacific Corporation, may sell receivables in
                  the ordinary course of its business in accordance with its
                  past practices.

For purposes of subparagraph (v) of this Section 8.3(d), a "Qualifying
Reinvestment" is the use of proceeds of Assets Sold to (A) purchase not more
than ninety (90) days prior to nor more than three hundred sixty-five (365) days
after the date of such Disposition (x) tangible, depreciable assets or equipment
or real property or depreciable improvements thereon usable in the same business
as the Assets Sold, or (y) either (1) purchase all of the outstanding capital
stock or other equity interests of such business, or (2) purchase all or
substantially all of the assets and business of a Person which is engaged in any
such business, or (B) permanently repay Consolidated Indebtedness, if such
repayment is made within 90 days after the date of such Disposition.

                  (e) Subsidiary Dividend and Other Restrictions. Except as set
         forth in this Agreement, enter into, or be otherwise subject to, any
         contract or agreement (including its charter) which limits the amount
         of, or otherwise imposes restrictions on the payment of, dividends by
         any of the Baldwin Subsidiaries or Borrower Subsidiaries or
         distributions on any other securities of any of the Baldwin
         Subsidiaries or Borrower Subsidiaries held by any Borrower, any
         Guarantor or Baldwin.

                  (f) Transactions with Affiliates. Except as set forth on
         Schedule 8.3(f), directly or indirectly engage in any transaction
         (including, without limitation, the purchase, sale or exchange of
         assets or the payment of salary, bonuses and other compensation for
         services rendered) with any present or former stockholder (other than
         Persons who do not own and have not owned, directly or indirectly, any
         shares of stock of any Subsidiary of Baldwin and who do not own and
         have not owned, directly or indirectly, at any time more than ten (10)
         shares

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         of common stock of Baldwin and any shares of any other class of capital
         stock of Baldwin), officer or Affiliate or to any successor, assign,
         Affiliate or transferee thereof, except in the ordinary course of
         business pursuant to the reasonable requirements of Baldwin's, the
         Borrower's or their Subsidiaries' business and upon terms which might
         be obtained at arms' length between unaffiliated parties.

                  (g) Sale and Leaseback. Enter into any sale and leaseback
         transaction, unless the obligation incurred and evidenced by such
         leasing arrangement would be a Capitalized Lease Obligation and the
         Indebtedness incurred would be permitted to be incurred by Section 8.4.

         8.4. INDEBTEDNESS.

                  (a) Baldwin Indebtedness. Baldwin will not create, incur,
assume, suffer to exist, or otherwise become or remain directly or indirectly
liable with respect to any Indebtedness, other than:

                           (i)  its guaranty of the Obligations;

                           (ii) its guaranty of the Funded Debt from time to
                  time outstanding under the Senior Note Documents in an
                  aggregate principal amount not at any time to exceed
                  $25,000,000, which guaranty and Indebtedness shall at all
                  times rank equal to and pari passus with (or junior to) the
                  Obligations;

                           (iii) Indebtedness outstanding as of the Closing Date
                  that is set forth on Schedule 8.4(a), and all of which
                  Indebtedness shall at all times be junior and subordinate to
                  the Obligations;

                           (iv) other Funded Debt of Baldwin if, at the time of
                  incurrence thereof and after giving effect thereto, (A) no
                  Default or Event of Default exists or would otherwise
                  reasonably be anticipated to result from such transaction, (B)
                  the ratio of Consolidated Funded Debt to Consolidated Total
                  Capitalization, in each case calculated on the basis of the
                  most recently available financial information and giving pro
                  forma effect to the incurrence of such Funded Debt and the
                  application of the net proceeds therefrom, would not exceed
                  0.55 to 1.00, (C) the financial tests set forth in Section
                  8.1, calculated on the basis of the most recently available
                  financial information, would be satisfied on a pro forma
                  basis; (D) all such Indebtedness is and shall at all times be
                  junior and subordinate to the Obligations; and

                           (v)  other Indebtedness of Baldwin if, at the time
                  of incurrence thereof and after giving effect thereto,

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                  (A) no Default or Event of Default exists or would otherwise
                  reasonably be anticipated to result from such transaction, (B)
                  the ratio of Consolidated Indebtedness to Consolidated Total
                  Capitalization, in each case calculated on the basis of the
                  most recently available financial information and giving pro
                  forma effect to the incurrence of such Indebtedness and the
                  application of the net proceeds therefrom, would not exceed
                  0.60 to 1.00, and (C) the financial tests set forth in Section
                  8.1, calculated on the basis of the most recently available
                  financial information, would be satisfied on a pro forma
                  basis; (D) no such Indebtedness shall rank senior to the
                  Obligations; and (E) all such Indebtedness that constitutes
                  Indebtedness for Money Borrowed (other than Existing
                  Capitalized Leases) is and shall at all times be junior and
                  subordinate to the Obligations.

                  (b) Subsidiary Debt. The Borrowers will not, and the Borrowers
and Baldwin will not permit any of their Subsidiaries to, create, incur, assume
or otherwise become or remain directly or indirectly liable with respect to
Indebtedness other than:

                           (i)  the  Funded Debt represented by the Notes and
                  the Guaranties;

                           (ii) the Funded Debt of the Borrowers and the
                  guarantees of the Sector Subsidiaries and any other Guarantors
                  (as defined herein) from time to time outstanding under the
                  Senior Note Documents in an aggregate principal amount not at
                  any time to exceed $25,000,000, which Indebtedness shall at
                  all times rank equal to and pari passus with (or junior to) to
                  the Obligations;

                           (iii)  Indebtedness of wholly-owned Subsidiaries of
                  Baldwin for loans permitted under Section 8.3(b)(i);

                           (iv) any other Indebtedness of the Borrowers, any
                  Borrower Subsidiary, any Sector Subsidiary or any Subsidiary
                  of a Sector Subsidiary; provided, however, (A) at the time of
                  the incurrence of such Indebtedness and after giving effect
                  thereto, Baldwin would be able to incur an additional $1.00 of
                  Indebtedness without breach of Section 8.4(a)(v); (B) that the
                  aggregate principal amount of all such Indebtedness shall not
                  at any time exceed $15,000,000; (C) no such Indebtedness shall
                  rank senior to the Obligations; and (D) all such Indebtedness
                  of any Borrower, Borrower Subsidiary or Sector Subsidiary that
                  constitutes Indebtedness for Money Borrowed (other than
                  Existing Capitalized Leases) is and shall at all times be
                  junior and subordinate to the Obligations;

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                           (v) any other Indebtedness for Money Borrowed of any
                  Subsidiary of a Sector Subsidiary; provided, however, (A) at
                  the time of the incurrence of such Indebtedness and after
                  giving effect thereto, Baldwin would be able to incur an
                  additional $1.00 of Indebtedness without breach of Section
                  8.4(a)(v); (B) that the aggregate principal amount of all such
                  Indebtedness shall not at any time exceed the lesser of (1)
                  $5,000,000 or (2) the difference between the Total Commitment
                  (excluding any reduction of the Total Commitment pursuant to
                  Section 2.14 caused by Indebtedness permitted by Section
                  8.4(b)(iii) or 8.4(b)(iv)); and the principal amount of
                  outstanding Loans hereunder; and (C) no such Indebtedness
                  shall rank senior to the Obligations.

                  (c) Priority of Obligations. The foregoing notwithstanding,
the Borrowers and Baldwin will not, and will not permit any Borrower Subsidiary,
any Sector Subsidiary or any Guarantor, to create, incur, assume, suffer to
exist, or otherwise become or remain directly or indirectly liable with respect
to any Indebtedness that (i) is or would be senior to the Obligations, or (ii)
to the extent that it constitutes or would constitute Indebtedness for Money
Borrowed of Baldwin, any Borrower, any Borrower Subsidiary or any Sector
Subsidiary (other than Existing Capitalized Leases and other than the
Indebtedness under the Senior Note Documents), ranks or would rank equal to or
pari passus with the Obligations.

                  (d) Indebtedness Affecting Unavailable Commitment Amount. The
foregoing notwithstanding, the Borrowers and Baldwin will not, and will not
permit any Borrower Subsidiary, Sector Subsidiary or Subsidiary of a Sector
Subsidiary to, create, incur, assume, suffer to exist, or otherwise become
directly or indirectly liable with respect to any Indebtedness that would, after
giving effect to such Indebtedness in calculating the Unavailable Commitment
Amount pursuant to Section 2.14 hereof, reduce the Total Commitment to an amount
less than the then aggregate principal amount of outstanding Loans.

         8.5. COMPLIANCE WITH ERISA. It will not and will not permit any
Borrower Subsidiary or Baldwin Subsidiary or any Related person, if it will have
a Material Adverse Effect on Baldwin, any Significant Subsidiary or the
Consolidated Group to:

                  (a) engage in any transaction in connection with which Baldwin
         or any Borrower or Related Person could be subject to either a civil
         penalty assessed pursuant to section 502(i) of ERISA or a tax imposed
         by section 4975 of the Code, terminate or withdraw from any Plan in a
         manner, or take any other action with respect to any such Plan
         (including, without limitation, a substantial cessation of business
         operations or an amendment of a Plan within the meaning of section
         4041(e) or ERISA), which could result in any liability of Baldwin or

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         any Borrower or any Related Person to the PBGC, to a Plan, to a Plan
         participant, to the Department of Labor or to a trustee appointed under
         section 4042(b) or (c) or ERISA), incur any liability to the PBGC or a
         Plan on account of a withdrawal from or a termination of a Plan under
         section 4063 or 4064 of ERISA, incur any liability for post-retirement
         benefits under any and all welfare benefit plans (as defined in section
         3(1) of ERISA), fail to make full payment when due of all amounts
         which, under the provisions of any Plan or applicable law, Baldwin, any
         Borrower or any Related Person is required to pay as contributions
         thereto, or permit to exist any accumulated funding deficiency, whether
         or not waive, with respect to any Plan (other than a Multiemployer
         Plan);

                  (b) at any time permit the termination of any Single Employer
         Plan intended to be qualified under Section 401(a) and Section 501(a)
         of the Code unless such Plan is funded so that the value of all benefit
         liabilities upon the termination date does not exceed the then current
         value of all assets in such Plan;

                  (c) if Baldwin, any Borrower or any Related Person becomes
         obligated under a Multiemployer Plan, permit the aggregate complete or
         partial withdrawal liability under Title IV of ERISA with respect to
         Multiemployer Plans incurred by Baldwin, any Borrower or any of their
         Subsidiaries or any Related Person to exceed any amount the payment of
         which would have a Material Adverse Effect on Baldwin, any Significant
         Subsidiary or the Consolidated Group.

For the purposes of subparagraph (iii) of this Section 8.5, the amount of the
withdrawal liability of Baldwin, any Borrower, or any Related Person at any date
shall be the aggregate present value of the amount claimed to have been incurred
less any portion thereof as to which Baldwin and each Borrower reasonably
believes, after appropriate consideration of possible adjustments arising under
subtitle E of Title IV of ERISA, neither Baldwin, nor any Borrower, nor any of
their Subsidiaries nor any Related Person will have any liability, provided that
Baldwin and the Borrowers shall obtain promptly written advice from independent
actuarial consultants supporting such determination. Each Borrower and Baldwin
will (x) once in each calendar year, beginning in 1993, request and obtain a
current statement of withdrawal liability from each MultiEmployer Plan to which
Baldwin, any Borrower or any Related Person is or has been obligated to
contribute and (y) transmit a copy of such statement to the Agent and each
Lender within 15 days after Baldwin or such Borrower receives the same.

         As used in this Section 8.5, the term "accumulated funding deficiency"
has the meaning specified in section 302 of ERISA and section 412 of the Code,
the terms "present value" and "current value" have the meanings specified in
section 3 of ERISA, the term "benefit liabilities" has the meaning specified in
section

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4001(a)(16) of ERISA and the term "amount of unfunded liabilities" has the
meaning specified in section 4001(18) of ERISA.

         8.6. TAX SHARING. It will not, and will not permit any Borrower
Subsidiary or Baldwin Subsidiary to, consent to or permit the filing of or be a
party to any consolidated income tax return with any Person (other than a
consolidated return of Baldwin and its Subsidiaries).

         8.7. FISCAL YEAR. It will not, and will not permit any Borrower
Subsidiary or Baldwin Subsidiary to, change its Fiscal Year without the prior
written consent of the Agent (which consent will not be unreasonably withheld),
provided that, notwithstanding the foregoing, the fiscal year of any Baldwin
Subsidiary organized under the laws of the Kingdom of Sweden may be changed to
end on May 31 of each year and the last days of its first three fiscal quarters
to end on the last day of the immediately preceding August, November and
February.

         8.8. AMENDMENTS TO AGREEMENTS. It will not, and will not permit any
Borrower Subsidiary or Baldwin Subsidiary to, to amend, modify or supplement (i)
any of the Senior Note Documents, (ii) any other agreement if such amendment,
modification or supplement would have a Material Adverse Effect on Baldwin, any
Significant Subsidiary or the Consolidated Group.

         8.9. OWNERSHIP OF BORROWER AND GUARANTOR STOCK. The foregoing
notwithstanding, none of the capital stock of any Borrower or any Guarantor
shall be owned by any Person other than a Borrower or Guarantor, except pursuant
to a foreclosure on or sale of such stock pursuant to a Pledge Agreement or
other pledge agreement expressly contemplated by a Loan Document.

                                   ARTICLE IX

                       EVENTS OF DEFAULT AND ACCELERATION

         9.1. EVENTS OF DEFAULT. If any one or more of the following events
(herein called "Events of Default") shall occur for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), that is to say:

                  (a)      if default shall be made in the due and punctual
payment of the principal of any Loan when and as the same shall be
due and payable whether at maturity, by acceleration or otherwise;
or

                  (b)      if default shall be made in the due and punctual
payment of any amount of interest on any Loan or of any fees
payable under this Agreement or amounts requested by the Agent

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pursuant to Section 3.4 hereof on the date on which the same shall be due and
payable and such default shall continue for more than five days; or

                  (c)      if default shall be made in the performance or
observance of any covenant set forth in Section 7.1(f), 7.14, 7.18,
8.1, 8.2, 8.3(d) or 8.3(e) hereof; or

                  (d) if a default shall be made in the performance or
observance of, or shall occur under, any covenant or agreement contained in this
Agreement, the Notes, the Guaranties, the Pledge Agreements, or any other Loan
Document (other than as described in clauses (a), (b) or (c) above) and such
default shall continue for 30 or more days after the earlier of: (i) any
Borrower's knowledge of such default and (ii) receipt by any Borrower of notice
of such default from the Agent; or

                  (e) (i) if an event of default shall occur under any of the
Senior Note Documents; or (ii) if a default shall occur, which is not waived,
(A) in the payment of any principal, interest or premium with respect to any
Indebtedness (other than the Loans) of Baldwin, any Guarantor, any Borrower or
any Baldwin Subsidiary or (B) in the performance or observance of any covenant
contained in any agreement or instrument under or pursuant to which any such
Indebtedness may have been issued, created, assumed, guaranteed or secured by
Baldwin, any Guarantor, any Borrower or any Baldwin Subsidiary, and such default
shall continue for more than the period of grace, if any, therein specified, and
such default shall then permit the holder of any such Indebtedness to accelerate
the maturity thereof, provided that, in the case of this subparagraph (ii), the
aggregate unpaid principal amount of all such Indebtedness as to which such
default shall occur and be continuing exceeds at any time $1,000,000; or

                  (f) if any representation or warranty of Baldwin, any
Borrower, any Guarantor or any other Baldwin Subsidiary contained herein or in
other Loan Document shall be false in any material respect on the date as of
which made or given; or

                  (g) (1) if Baldwin, any Guarantor, any Borrower or any Baldwin
Subsidiary shall be unable to pay its debts generally as they become due; (2)
file a petition to take advantage of any insolvency statute; (3) make an
assignment for the benefit of its creditors; (4) commence a proceeding for the
appointment of a receiver, trustee, liquidator or conservator of itself or of
the whole or substantially all of its property; (5) file a petition or answer
seeking reorganization or arrangement or similar relief under the federal
bankruptcy laws or any other applicable law or statute of the United States of
America or any state or similar law of any other country; or

                  (h) (1) if a court of competent jurisdiction shall enter an
order, judgment or decree appointing a custodian, receiver,

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trustee, or conservator of Baldwin, any Guarantor, any Borrower or any Baldwin
Subsidiary or of the whole or substantially all of its properties, or a
liquidation of Baldwin, any Guarantor, any Borrower or any Significant
Subsidiary or of the whole or substantially all of its properties, or approve a
petition filed against Baldwin, any Guarantor, any Borrower or any Baldwin
Subsidiary seeking reorganization or arrangement or similar relief under the
federal bankruptcy laws or any other applicable law or statute of the United
States of America or any state or similar law of any other country, or if, under
the provisions of any other law for the relief or aid of debtors, a court of
competent jurisdiction shall assume custody or control of Baldwin, any
Guarantor, any Borrower or any Baldwin Subsidiary or of the whole or
substantially all of its properties and such order, judgment, decree, approval
or assumption remains unstayed or undismissed for a period of thirty (30)
consecutive days; or (2) if there is commenced against Baldwin, any Guarantor,
any Borrower or any Baldwin Subsidiary any proceeding or petition seeking
reorganization, arrangement or similar relief under the federal bankruptcy laws
or any other applicable law or statute of the United States of America or any
state which proceeding or petition remains unstayed and undismissed for a period
of sixty (60) consecutive days; or (3) if Baldwin, any Guarantor, any Borrower
or any Baldwin Subsidiary takes any action to indicate its consent to or
approval of any such proceeding or petition; or

                  (i) if (1) any one or more judgments where the amount not
covered by insurance (or the amount as to which the insurer denies liability) is
in excess of $1,000,000 in aggregate amount is rendered against Baldwin, any
Guarantor, any Borrower or any Baldwin Subsidiary, or (2) there is any
attachment, injunction or execution against any of Baldwin, any Guarantor, any
Borrower's or any Baldwin Subsidiary's properties for any aggregate amount in
excess of $1,000,000; and in each event there shall be any period of thirty (30)
consecutive days during which a stay of enforcement of such judgment,
attachment, injunction or execution, by reason of a pending appeal or otherwise,
shall not be in effect unless such judgment, attachment, injunction or execution
shall have been vacated, satisfied or dismissed or bonded pending appeal;

                  (j) if (1) Baldwin, any Guarantor, any Borrower or any Baldwin
Subsidiary shall engage in any prohibited transaction (as described in Section
6.7(a) hereof) involving any employee pension benefit plan of Baldwin, any
Guarantor, any Borrower or any Baldwin Subsidiary, (2) any accumulated funding
deficiency (as referred to in Section 6.7(c) hereof), whether or not waived,
shall exist with respect to any Single Employer Plan, (3) a reportable event (as
referred to in Section 7.1(g)(i) hereof) shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed to administer or to terminate, any Single Employer Plan, which
reportable event or institution or proceedings is likely to result in the
termination of such Single Employer Plan for purposes of Title IV of ERISA, and
in the case of

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such a reportable event, the continuance of such reportable event shall be
unremedied for thirty (30) days after notice of such reportable event is given,
as the case may be, (4) any Single Employer Plan shall terminate for purposes of
Title IV of ERISA, or (5) Baldwin, any Guarantor, any Borrower or any Baldwin
Subsidiary shall withdraw from a Multi-employer Plan for purposes of Title IV of
ERISA, and, as a result of any such withdrawal, Baldwin, any Guarantor, any
Borrower or any Baldwin Subsidiary shall incur withdrawal liability to such
Multi-employer Plan; and in each case in clauses (1) through (5) of this Section
10.1(k), such event or condition, together with all other such events or
conditions, if any, is reasonably likely to result in a Material Adverse Effect;
or

                  (k) if any Person, or group of related Persons or group of
Persons acting in concert (other than the Persons specified by name and title in
Schedule 9.1(k)), that does not hold (as of the Closing Date) at least 50% of
the outstanding voting control (as measured by the total number of votes able to
be cast by all common stock holders) (the "Voting Control") of Baldwin, acquires
more than 49% of the Voting Control of Baldwin, unless, at the option of the
Agent and the Lenders (which option may be exercised in their sole discretion
within thirty (30) days after the Agent and each Lender receives written notice
from an Authorized Officer of such change in Voting Control, such notice to
expressly identify the Agent's and Lenders' rights under this Section 9.1(k)),
(i) the Notes and all Obligations are prepaid in full and the Revolving Credit
Facility is terminated, or (ii) the Agent and the Lenders expressly consent to
such change in the Voting Control of Baldwin;

then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall then be continuing, (A) the Agent, with the
consent of the Required Lenders, may, and at the direction of the Required
Lenders shall, declare any obligation of the Lenders to make further Loans
terminated, whereupon the obligation of each Lender to make further Loans
hereunder shall terminate immediately; and (B) the Agent shall at the direction
of the Required Lenders, at their option, declare by notice to any Borrower any
or all of the Obligations to be immediately due and payable, and the same,
including all interest accrued thereon and all other Obligations of any Borrower
to the Lenders, shall forthwith become immediately due and payable without
presentment, demand, protest, further notice or other formality of any kind, all
of which are hereby expressly waived, anything contained herein or in any
instrument evidencing the Obligations to the contrary notwithstanding; provided,
however, that notwithstanding the above, if there shall occur an Event of
Default under clause (g)(2), (3), (4) or (5) or (h)(1) or (2) above, then the
obligation of the Lenders described in clause (A) above shall automatically
terminate and any and all of the Obligations shall be immediately due and
payable without the necessity of any action by the Agent or the Required Lenders
or notice by the Agent or the Lenders.

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         9.2. AGENT TO ACT. In case any one or more Events of Default shall
occur and be continuing, the Agent may, and at the direction of the Required
Lenders shall (subject to any applicable terms of the Intercreditor Agreement),
proceed to protect and enforce their rights or remedies either by suit in equity
or by action at law, or both, whether for the specific performance of any
covenant, agreement or other provision contained herein or in any other Loan
Document, or to enforce the payment of the Obligations or any other legal or
equitable right or remedy.

         9.3. CUMULATIVE RIGHTS. No right or remedy herein conferred upon the
Lenders or the Agent is intended to be exclusive of any other rights or remedies
contained herein or in any other Loan Document, and every such right or remedy
shall be cumulative and shall be in addition to every other such right or remedy
contained herein and therein or now or hereafter existing at law or in equity or
by statute, or otherwise.

         9.4. NO WAIVER. No course of dealing between any Borrower and any
Lender or the Agent or any failure or delay on the part of any Lender or the
Agent in exercising any rights or remedies hereunder shall operate as a waiver
of any rights or remedies hereunder and no single or partial exercise of any
rights or remedies hereunder shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder or of the same right or remedy on a
future occasion.

         9.5. ALLOCATION OF PROCEEDS. If an Event of Default has occurred and is
continuing, and the maturity of the Notes has been accelerated pursuant to
Article IX hereof, all payments received by the Agent hereunder in respect of
any principal of or interest on the Obligations or any other amounts payable by
any Borrower hereunder shall be applied by the Agent in the following order:

                  (a)      amounts due to the Agent and the Lenders, or any one
of them, pursuant to Sections 2.12, 3.1, 3.4, 7.15 and 11.5 hereof;

                  (b)      amounts due to the Agent pursuant to Section 10.11
hereof;

                  (c)      payments of interest, to be applied in accordance
with Section 2.8 hereof;

                  (d)      payments of principal, to be applied in accordance
with Section 2.8 hereof; and

                  (e)      payments of all other amounts due under this
Agreement, if any, to be applied to the Lenders to whom such amounts are due,
pro rata in the proportion that the amount due to each Lender bears to the
amount due to all Lenders.

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                                    ARTICLE X

                                    THE AGENT

         10.1. APPOINTMENT. Each Lender (including NationsBank in its capacity
as Lender) hereby irrevocably designates and appoints NationsBank as the Agent
of the Lenders under this Agreement, and each of the Lenders hereby irrevocably
authorizes NationsBank as the Agent for such Lender, to take such action on its
behalf under the provisions of this Agreement and the other Loan Documents and
to exercise such powers as are expressly delegated to the Agent by the terms of
this Agreement, together with such other powers as are reasonably incidental
thereto. The Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any of the
Lenders, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against the Agent.

         10.2. ATTORNEYS-IN-FACT. The Agent may execute any of its duties under
this Agreement by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The Agent
shall not be responsible to the Lenders for the gross negligence or willful
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.

         10.3. LIMITATION ON LIABILITY. Neither the Agent nor any of its
officers, directors, employees, agents or attorneys-in-fact shall be liable to
the Lenders for any action lawfully taken or omitted to be taken by it or them
under or in connection with this Agreement except for its or their own gross
negligence or willful misconduct. Neither the Agent nor any of its affiliates
shall be responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by Baldwin, any Borrower, any
Guarantor or any Baldwin Subsidiary, or any officer thereof contained in this
Agreement or in any of the other Loan Documents, or in any certificate, report,
statement or other document referred to or provided for in or received by the
Agent under or in connection with this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any of the other Loan Documents, or for any failure of Baldwin, any Borrower,
any Guarantor or any Baldwin Subsidiary to perform its obligations thereunder.
The Agent shall not be under any obligation to any of the Lenders to ascertain
or to inquire as to the observance or performance of any of the terms, covenants
or conditions of this Agreement or any of the other Loan Documents on the part
of Baldwin, any Borrower, or any Guarantor or to inspect the properties, books
or records of Baldwin, any Borrower, any Guarantor or any Baldwin Subsidiary.

         10.4. RELIANCE. The Agent shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing,

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resolution, notice, consent certificate, affidavit, letter, cablegram, telegram,
telecopy or telex message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to any Borrower), independent
accountants and other experts selected by the Agent. The Agent may deem and
treat the payee of any Note as the owner thereof for all purposes unless an
Assignment and Acceptance shall have been filed with and accepted by the Agent.
The Agent shall be fully justified in failing or refusing to take any action
under this Agreement unless it shall first receive advice or concurrence of the
Lenders or the Required Lenders as provided in this Agreement or it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement in accordance with a request
of the Required Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all present and
future holders of the Notes.

         10.5. NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Lender or the Borrowers
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default." In the event that the Agent
receives such a notice, the Agent shall promptly give notice thereof to the
Lenders and the Borrowers. The Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required
Lenders; provided that, unless and until the Agent shall have received such
directions, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Event of Default as it
shall deem advisable in the best interests of the Lenders.

         10.6. NO REPRESENTATIONS. Each Lender expressly acknowledges that
neither the Agent nor any of its affiliates has made any representations or
warranties to it and that no act by the Agent hereafter taken, including any
review of the affairs of Baldwin, any Borrower, any Guarantor or any Baldwin
Subsidiary, shall be deemed to constitute any representation or warranty by the
Agent to any Lender. Each Lender represents to the Agent that it has,
independently and without reliance upon the Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the financial condition, creditworthiness,
affairs, status and nature of Baldwin, the Borrowers, any Guarantor and the
Baldwin Subsidiaries and made its own decision to enter into this Agreement.
Each Lender also represents that it will, independently and without reliance
upon the Agent or any other Lender, and based

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on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and to make such investigation as it
deems necessary to inform itself as to the status and affairs, financial or
otherwise, of Baldwin, any Borrower, any Guarantor and any Baldwin Subsidiary.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Agent hereunder, the Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of Baldwin,
any Borrower, any Guarantor or any Baldwin Subsidiary which may come into the
possession of the Agent or any of its affiliates.

         10.7. INDEMNIFICATION. The Lenders agree to indemnify the Agent in its
capacity as such (to the extent not reimbursed by the Borrowers and without
limiting any obligations of the Borrowers so to do), ratably according to the
respective principal amount of the Loans held by them (or, if no Loans are
outstanding, ratably in accordance with their respective Applicable Commitment
Percentages as then in effect) from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may at any time
(including without limitation at any time following the payment of the Notes) be
imposed on, incurred by or asserted against the Agent in any way relating to or
arising out of this Agreement or any other document contemplated by or referred
to herein or the transactions contemplated hereby or any action taken or omitted
by the Agent under or in connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's gross negligence or willful
misconduct. The agreements in this Section 10.7 shall survive the payment of the
Obligations and the termination of this Agreement.

         10.8. LENDER. NationsBank and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with Baldwin, the
Borrowers, the Guarantors and the Baldwin Subsidiaries as though it were not the
Agent hereunder. With respect to its Loans made or renewed by it and any Note
issued to it, NationsBank shall have the same rights and powers under this
Agreement as any Lender and may exercise the same as though it were not the
Agent, and the terms "Lender" and "Lenders" shall, unless the context otherwise
indicates, include NationsBank in its individual capacity.

         10.9. RESIGNATION. If the Agent shall resign as Agent under this
Agreement, then the Required Lenders may appoint a successor Agent for the
Lenders, which shall be a commercial bank organized under the laws of the United
States or any state thereof, having a combined surplus and capital of not less
than $500,000,000, which

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is acceptable to the Borrowers and as to which the Borrowers will not
unreasonably withhold their approval, whereupon such successor Agent shall
succeed to the rights, powers and duties of the former Agent and the obligations
of the former Agent shall be terminated and canceled, without any other or
further act or deed on the part of such former Agent or any of the parties to
this Agreement; provided, however, if the Required Lenders cannot agree as to a
successor Agent within ninety (90) days after such resignation, the Agent shall
appoint a successor Agent meeting the qualifications set forth above, which is
acceptable to the Borrowers and as to which the Borrowers will not unreasonably
withhold their approval and the parties hereto agree to execute whatever
documents are necessary to effect such action under this Agreement or any other
document executed pursuant to this Agreement; provided, however, in such event,
all provisions of this Agreement and the Loan Documents shall remain in full
force and effect. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article X shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement.

         10.10. SHARING OF PAYMENTS, ETC. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, set-off, counterclaim or
otherwise, obtain payment with respect to the Obligations (other than any
payment pursuant to Section 2.14 or Article III) which results in its receiving
more than its pro rata share of the aggregate payments with respect to all of
the Obligations (other than any payment pursuant to Section 2.14 or Article
III), then (A) such Lender shall be deemed to have simultaneously purchased from
the other Lenders a share in their Obligations so that the amount of the
Obligations held by each of the Lenders shall be pro rata and (B) such other
adjustments shall be made from time to time as shall be equitable to insure that
the Lenders share such payments ratably; provided, however, that for purposes of
this Section 10.10 the term "pro rata" shall be determined with respect to both
the Revolving Loan Commitment of each Lender and to the Total Commitments after
subtraction in each case of amounts, if any, by which any such Lender has not
funded its share of the outstanding Loans. If all or any portion of any such
excess payment is thereafter recovered from the Lender which received the same,
the purchase provided in this Section 10.10 shall be rescinded to the extent of
such recovery, without interest. The Borrowers expressly consent to the
foregoing arrangements and agree that each Lender so purchasing a portion of the
other Lenders' Obligations may exercise all rights of payment (including,
without limitation, all rights of set-off, banker's lien or counterclaim) with
respect to such portion as fully as if such Lender were the direct holder of
such portion.

         10.11. FEES. Each Borrower agrees, jointly and severally, to pay to the
Agent, for its individual account, in the event a financial institution other
than NationsBank becomes a Lender hereunder at any time, an Agent's fee in such
amount as shall be agreed to from time to time by the Borrowers and the Agent,
such

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fee to be paid in quarterly installments in arrears on each March 31, June 30,
September 30 and December 31 with respect to the period commencing with the
Closing Date and continuing until and including the Revolving Credit Termination
Date.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1. ASSIGNMENTS AND PARTICIPATIONS.

                  (a)      At any time after the Closing Date each Lender may,
with the prior consent of the Agent and the Borrowers (whose consent shall not
be unreasonably withheld), assign to one or more banks or financial institutions
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of the Note payable to its order);
provided, that (1) each such assignment shall be of a constant, and not a
varying, percentage of all of the assigning Lender's rights and obligations
under this Agreement, (2) the assigning Lender shall execute an Assignment and
Acceptance and the Borrowers hereby agree to execute replacement Notes to give
effect to the assignment if it shall have consented to such assignment, (3) the
minimum Revolving Loan Commitment which shall be assigned is $5,000,000, (4)
after giving effect to such assignment the assignor shall retain a Revolving
Loan Commitment of not less than $5,000,000, (5) such assignee shall have an
office located in the United States and (6) such assigning Lender, such
assignee, the Agent and the Borrowers shall have executed and delivered an
Assignment and Acceptance. Upon such execution, delivery, approval and
acceptance, from and after the effective date specified in each Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder or under such Note have been
assigned or negotiated to it pursuant to such Assignment and Acceptance, have
the rights and obligations of a Lender hereunder as fully as if such assignee
had been named as a Lender in this Agreement and a holder of such Note and (y)
the assignor thereunder shall, to the extent that rights and obligations
hereunder or under such Note have been assigned or negotiated by it pursuant to
such Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement. No assignee shall have the right to further
assign its rights and obligations pursuant to this Section 11.1. Any Lender who
makes an assignment shall pay to the Agent a one-time administrative fee of
$5,000.00 which fee shall not be reimbursed by the Borrowers.

                  (b)      By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (1) the
assignment made under such Assignment and Acceptance is made under such
Assignment and Acceptance without recourse to the assigning Lender; (2) such
assigning Lender makes no representation or warranty and assumes no

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responsibility with respect to the financial condition of Baldwin, any Borrower,
any Guarantor or any Baldwin Subsidiary or the performance or observance by
Baldwin, any Borrower, any Guarantor or any Baldwin Subsidiary of any of its
obligations under any Loan Document or any other instrument or document
furnished pursuant hereto; (3) such assignee confirms that it has received a
copy of this Agreement, together with copies of the financial statements
delivered pursuant to Section 6.2 hereof and such other Loan Documents and other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (4) such
assignee will, independently and without reliance upon the Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (5) such assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement, the Note, any Letter of Credit and the other
Loan Documents as are delegated to the Agent by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto; and (6) such
assignee agrees that it assumes, and will be bound by and will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Lender and a holder of such
Note.

                  (c)      The Agent shall maintain at its address referred to
herein a copy of each Assignment and Acceptance delivered to and accepted by it.

                  (d)      Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender, the Agent shall give prompt notice thereof to
the Borrowers.

                  (e)      No assignee Lender shall be entitled to receive any
greater payment under Article III than the assigning Lender would have been
entitled to receive in respect of the rights hereunder transferred to the
assignee Lender. The consent of the Borrowers to such transfer shall not affect
the preceding sentence.

                  (f)      If, pursuant to this Section 11.1, any interest in
this Agreement or any Note is transferred to any assignee Lender which is
organized under the laws of any jurisdiction other than the United States or any
state thereof, the assigning Lender shall cause such assignee Lender,
concurrently with the effectiveness of such transfer, (1) to represent to the
assigning Lender (for the benefit of the assigning Lender, the Agent and the
Borrowers) that under applicable law and treaties no taxes will be required to
be withheld by the Agent, the Borrowers or the assigning Lender with respect to
any payments to be made to such assignee Lender in respect of the Loans, (2) to
furnish to the assigning Lender, the Agent and the Borrowers (x) either United
States Internal Revenue Service Form 4224 or United States Internal Revenue
Service Form

                                       85
   94
1001 or successor applicable form or other manner of certification wherein such
assignee Lender claims entitlement to complete exemption from United States
Federal withholding tax on all payments hereunder and (y) either United States
Internal Revenue Service Form W-8 or United States Internal Revenue Service Form
W-9 wherein such assignee Lender claims entitlement to exemptions from United
States information reporting and back up withholding and (3) to agree (for the
benefit of the assigning Lender, the Agent and the Borrowers) to provide the
assigning Lender, the Agent and the Borrowers further or successor forms in
accordance with Section 3.1(d), and to comply from time to time with all
applicable United States laws and regulations with regard to such withholding
tax exemption.

                  (g)      Nothing herein shall prohibit any Lender from
pledging or assigning any Note to any Federal Reserve Bank in accordance with
applicable law.

                  (h)      Each Lender may sell participations to one or more
banks or other entities as to all or a portion of its rights and obligations
under this Agreement; provided, that (1) such Lender's obligations under this
Agreement shall remain unchanged, (2) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and shall be solely responsible for any withholding tax or other tax
consequences caused by such participation, (3) such Lender shall remain the
holder of any Note issued to it for the purpose of this Agreement, (4) such
participations shall be in a minimum amount of $1,000,000 and shall include an
allocable portion of such Lender's Participation, and (5) the Borrowers, the
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and with regard to any and all payments to be made under this
Agreement; provided, that the participation agreement between a Lender and its
participants may provide that such Lender will obtain the approval of such
participant prior to such Lender's agreeing to any amendment or waiver of any
provisions of this Agreement which would (A) extend the maturity of the Note,
(B) reduce the interest rate hereunder, (C) increase the Revolving Loan
Commitment of the Lender granting the participation or (D) release all or any
substantial part of the Collateral other than in accordance with the terms of
the Loan Documents, and (6) the sale of any such participations which require
any Borrower to file a registration statement with the United States Securities
and Exchange Commission or under the securities regulations or laws of any state
shall not be permitted.

         11.2. NOTICES. Any notice shall be conclusively deemed to have been
received by any party hereto and be effective on the day on which delivered to
such party (against receipt therefor) at the address set forth below or such
other address as such party shall specify to the other parties in writing (or,
in the case of telephonic notice or notice by telecopy (where the receipt of
such

                                       86
   95
message is verified by return) expressly provided for hereunder, when received
at such telephone or telecopy number as may from time to time be specified in
written notice to the other parties hereto or otherwise received), or if sent
prepaid by certified or registered mail return receipt requested on the third
Business Day after the day on which mailed, or if sent prepaid by a national
overnight courier service, on the first Business Day after the day on which
delivered to such service against receipt therefor, addressed to such party at
said address:

                  (a)      If to BAM:

                           Baldwin Americas Corporation
                            c/o Baldwin Technology Company, Inc.
                            65 Rowayton Avenue

                           Rowayton, CT 06853
                           Attention:  William J. Lauricella
                           Telephone:  203-838-7470
                           Telefacsimile: 203-852-7040

                  (b)      if to BTL:

                           Baldwin Technology Limited
                           c/o Baldwin Technology Company, Inc.

                            65 Rowayton Avenue
                            Rowayton, CT 06853

                           Attention:  William J. Lauricella
                           Telephone:  203-838-7470
                           Telefacsimile: 203-852-7040

                  (c)      If to Baldwin:

                           Baldwin Technology Company, Inc.
                           65 Rowayton Avenue
                           Rowayton, CT 06853
                           Attention:  William J. Lauricella
                           Telephone:  203-838-7470
                           Telefacsimile: 203-852-7040

                  (d)      if to NationsBank or the Agent:

                           NationsBank, National Association
                           One Independence Center
                           101 North Tryon Street
                           Charlotte, North Carolina 28255-0001
                           Attention:  Dana Weir
                           Telephone:   704-388-3917
                           Telecopy:    704-386-9923

                                       87
   96
                           with a copy to:

                           NationsBank, National Association
                           Corporate Banking
                           767 Fifth Avenue
                           5th Floor
                           New York, New York 10153-0083
                           Attention: Barbara Agostini
                           Telephone:  212-407-5433
                           Telefacsimile:  212-593-1083

                  (e)      if to the Lenders:

                           At the addresses set forth on the signature pages
                           hereof and on the signature page of each Assignment
                           and Acceptance.

         11.3. SETOFF. Each Borrower agrees that all of the Borrower's deposits
or deposit accounts, of any kind, or any of the Borrower's interest in any
deposits or deposit accounts thereof, now or hereafter pledged, mortgaged,
transferred or assigned to the Agent or a Lender or otherwise in the possession
or control of the Agent or such Lender (other than any of the foregoing held in
trust) for any purpose for the account or benefit of the Borrower and including
any balance of any deposit account or of any credit of the Borrower with the
Agent or such Lender, whether now existing or hereafter established, shall be
subject to the right of setoff of the Agent and each Lender at any time or times
during the continuance of an Event of Default with or, to the extent permitted
by applicable law, without prior notice, to apply such deposits or any part
thereof to such of the Obligations of the Borrower to the Agent or such Lender
then past due and in such amounts as they may elect, and whether or not the
Collateral or the responsibility of other Persons primarily, secondarily or
otherwise liable may be deemed adequate. For the purposes of this paragraph, all
remittances and property shall be deemed to be in the possession of the Agent or
such Lender as soon as the same may be put in transit to it by mail or carrier
or by other bailee. All Lenders receiving any proceeds hereunder or applied to
any Obligations are subject to Section 10.10 hereof.

         11.4. SURVIVAL. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans and
the execution and delivery to the Lenders of this Agreement, the Notes and the
Loan Documents and shall continue in full force and effect until all principal
and interest on the Loans are paid in full and all fees, charges and other
expenses then due and owing are paid in full and no Lender has any Revolving
Loan Commitment hereunder. Whenever in this Agreement, any of the parties hereto
is referred to, such reference shall be deemed to include the successors and
permitted assigns of such party and all covenants, provisions and agreements by
or on behalf of any Borrower which are contained in this Agreement and the Notes
shall

                                       88
   97
inure to the benefit of the successors and permitted assigns of the Lenders or
any of them.

         11.5. EXPENSES. Each Borrower agrees, jointly and severally, (a) to pay
or reimburse the Agent for all its out-of-pocket costs and expenses incurred in
connection with the preparation, negotiation and execution of, and any
amendment, supplement or modification to, this Agreement or any of the other
Loan Documents, including, without limitation, the reasonable fees and
disbursements of counsel to the Agent, (b) to pay or reimburse the Agent and the
Lenders for all their out-of-pocket costs and expenses incurred in connection
with the enforcement or preservation of any rights under this Agreement
(including without limitation any costs and expenses occurred in connection with
any workout, enforcement or bankruptcy proceeding), and including without
limitation, the reasonable fees and disbursements of counsel to the Agent, (c)
to pay, indemnify and hold the Agent and the Lenders harmless from any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any failure of any Borrower to pay or delay by any Borrower in
paying, documentary, stamp, excise and other similar taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation of any amendment, supplement or modification of, or
any waiver or consent under or in respect of, this Agreement, (d) to pay,
indemnify, and hold the Agent and the Lenders harmless from and against any and
all other out-of-pocket liabilities, costs, expenses or disbursements of any
kind or nature whatsoever arising in connection with any claim or litigation by
any Person (other than a party hereto) resulting from the execution, delivery,
enforcement, performance and administration of this Agreement or the
transactions contemplated hereby or in any respect relating to any transaction
financed or to be financed in whole or in part, directly or indirectly, with the
proceeds of any Loan (all the foregoing, collectively, the "indemnified
liabilities"); provided, however, that the Borrowers shall have no obligation
hereunder with respect to indemnified liabilities arising from the willful
misconduct or gross negligence of any Lender or the Agent. The agreements in
this Section 11.5 shall survive repayment of the Notes and all other Obligations
hereunder.

         11.6. AMENDMENTS. No amendment, modification or waiver of any provision
of this Agreement or any of the Loan Documents and no consent by the Lenders to
any departure therefrom by any Borrower shall be effective unless such
amendment, modification or waiver shall be in writing and signed by the Agent,
but only upon having received the written consent of the Required Lenders, and
(with respect to amendments, modifications and waivers) by the Borrowers, and
the same shall then be effective only for the period and on the conditions and
for the specific instances and purposes specified in such writing; provided,
however, that, no such amendment, modification or waiver

                                       89
   98
                  (a)      which changes, extends or waives any provision of
Section 10.10 or this Section 11.6, the amount of or the due date of any
scheduled installment of or the rate of interest payable on any Obligation,
changes the definition of Required Lenders, which increases or extends the
Revolving Loan Commitment of any Lender or which waives any Event of Default
under Section 9.1(h) or (i) shall be effective unless in writing and signed by
each of the Lenders affected thereby; or

                  (b)      which affects the rights, privileges, immunities or
indemnities of the Agent, shall be effective unless in writing and signed by 
the Agent.

No notice to or demand on any Borrower in any case shall entitle any Borrower to
any other or further notice or demand in similar or other circumstances, except
as otherwise expressly provided herein.

         11.7. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such fully-executed counterpart. All
signatures need not be on one counterpart.

         11.8. TERMINATION. The termination of this Agreement shall not affect
any rights of any Borrower, the Lenders or the Agent or any obligation of any
Borrower, the Lenders or the Agent, arising prior to the effective date of such
termination, and the Obligations arising prior to termination have been
irrevocably Fully Satisfied. The rights granted to the Agent for the benefit of
the Lenders hereunder and under the other Loan Documents shall continue in full
force and effect, notwithstanding the termination of this Agreement, until all
of the Obligations have been Fully Satisfied after the termination hereof or the
Borrowers have furnished the Lenders and the Agent with an indemnification
satisfactory to the Agent and each Lender with respect thereto. All
representations, warranties, covenants, waivers and agreements contained herein
shall survive termination hereof until the Obligations have been Fully Satisfied
unless otherwise provided herein. "Fully Satisfied" means, with respect to the
Obligations as of any date, that, on or before such date, (a) all amounts then
due and payable with respect to the Loan Documents on or before such date shall
have been paid in full in cash, (b) all principal, interest, fees, expenses and
other amounts then due and payable by any Borrower to the Agent and the Lenders
shall have been paid in full in cash, and (c) the Revolving Loan Commitments of
each Lender shall have expired or been terminated. Notwithstanding the
foregoing, if after receipt of any payment of all or any part of the
Obligations, any Lender is for any reason compelled to surrender such payment to
any Person because such payment is determined to be void or voidable as a
preference, impermissible setoff, a diversion of trust funds or for any other
reason, this Agreement shall continue in full force and each Borrower, jointly

                                       90
   99
and severally, shall be liable to, and shall indemnify and hold such Lender
harmless for, the amount of such payment surrendered until such Lender shall
have been finally and irrevocably paid in full. The provisions of the foregoing
sentence shall be and remain effective notwithstanding any contrary action which
may have been taken by the Lenders in reliance upon such payment, and any such
contrary action so taken shall be without prejudice to the Lenders' rights under
this Agreement and shall be deemed to have been conditioned upon such payment
having become final and irrevocable.

         11.9. GOVERNING LAW. ALL DOCUMENTS EXECUTED PURSUANT TO THE
TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING, WITHOUT LIMITATION, THIS AGREEMENT
AND EACH OF THE LOAN DOCUMENTS SHALL BE DEEMED TO BE CONTRACTS MADE UNDER, AND
FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND
JUDICIAL DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE
APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.

         11.10. REPRESENTATION AND WARRANTY OF THE LENDERS. Each Lender hereby
represents, and upon the request of a Borrower, each assignee and participant
pursuant to Section 11.1 will represent, that no part of any funds used by such
Lender to fund any Loan or other extension of credit to any Borrower made by it
constitutes or will constitute assets of any Plan.

         11.11. AGREEMENT CONTROLS. In the event that any term of any of the
Loan Documents other than this Agreement conflicts with any term of this
Agreement, the terms and provisions of this Agreement shall control.

         11.12. CONSENT TO JURISDICTION; OTHER WAIVERS. (A) IN THE EVENT THAT
ANY ACTION, SUIT OR OTHER PROCEEDING IS BROUGHT AGAINST ANY BORROWER BY OR ON
BEHALF OF THE AGENT OR ANY OF THE LENDERS TO ENFORCE THE OBSERVANCE OR
PERFORMANCE OF ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, INCLUDING WITHOUT LIMITATION THE COLLECTION OF ANY AMOUNTS OWING
HEREUNDER, EACH BORROWER HEREBY IRREVOCABLY (I) CONSENTS TO THE EXERCISE OF
JURISDICTION OVER SUCH BORROWER AND ITS PROPERTY BY THE UNITED STATES DISTRICT
COURT, WESTERN DISTRICT OF NORTH CAROLINA, AND BY THE NORTH CAROLINA GENERAL
COURT OF JUSTICE, SUPERIOR COURT DIVISION, TWENTY-SIXTH JUDICIAL DISTRICT, AND
(II) WAIVES ANY OBJECTION SUCH BORROWER MIGHT NOW OR HEREAFTER HAVE OR ASSERT TO
THE VENUE OF ANY SUCH PROCEEDING IN ANY COURT DESCRIBED IN CLAUSE (I) ABOVE.

                  (B)      IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN
CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, ANY OF THE OTHER LOAN
DOCUMENTS OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, OR
THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR
ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING BETWEEN ANY BORROWER AND THE AGENT
OR ANY OF THE LENDERS, EACH BORROWER, THE AGENT AND THE LENDERS HEREBY WAIVE
TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.

                                       91
   100
                  (C)      EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO
IN SUBSECTION (B) OF THIS SECTION 11.12 ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES THAN, OR IN ADDITION TO, ACTUAL
DAMAGES.

                  (D)      EACH PARTY HERETO (I) CERTIFIES THAT NEITHER ANY
REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT OR ANY OF THE LENDERS HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR ANY LENDER WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II)
ACKNOWLEDGES THAT THE AGENT AND EACH OF THE LENDERS HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS HEREIN.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       92
   101
         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the day
and year first above written.

                                          BALDWIN AMERICAS CORPORATION

                                          By: /s/ Gerald A. Nathe
                                              ------------------------------
                                          Name: Gerald A. Nathe
                                              ------------------------------
                                          Title:  President
                                              ------------------------------

                                          BALDWIN TECHNOLOGY LIMITED

                                          By: /s/ William J. Lauricella
                                              ------------------------------
                                          Name: William J. Lauricella
                                              ------------------------------
                                          Title: Vice President & Treasurer
                                              ------------------------------

                                           BALDWIN TECHNOLOGY COMPANY, INC.

                                          By: /s/ William J. Lauricella
                                              ------------------------------
                                          Name: William J. Lauricella
                                              ------------------------------
                                          Title: CEO & Treasurer
                                              ------------------------------

                                          NATIONSBANK, NATIONAL ASSOCIATION,
                                            as Agent for the Lenders

                                          By: /s/ Thomas E. McCaskill
                                              ------------------------------
                                          Name: Thomas E. McCaskill
                                              ------------------------------
                                          Title: Senior Vice President 
                                                ----------------------------

                                  Page 1 of 3
   102
                                          NATIONSBANK, NATIONAL ASSOCIATION,
                                          as Lender

                                          By: /s/ Thomas E. McCaskill
                                              ------------------------------
                                          Name: Thomas E. McCaskill
                                              ------------------------------
                                          Title:  Senior Vice President
                                              ------------------------------

                                          Lending Office:

                                           NationsBank, National
                                             Association
                                           One Independence Center
                                           101 North Tryon Street
                                           Charlotte, North Carolina 28255-0001

                                           Attention:  Dana Weir
                                           Telephone: 704-388-3917
                                           Telefacsimile: 704-386-9923

                                          Wire Transfer Instructions:

                                            NationsBank, National Association
                                            Charlotte, North Carolina
                                            ABA# 053000196
                                            Reference: Baldwin
                                                       Account No. 1366210022506
                                            Attention: Corporate Credit Support

                              Signature Page 2 of 3
   103
                                            BANK OF BOSTON CONNECTICUT,
                                            as Lender

                                          By: /s/ W. Lincoln Schoff Jr.
                                              ------------------------------
                                          Name: W. Lincoln Schoff Jr.
                                              ------------------------------
                                          Title:  Director
                                              ------------------------------

                                            Lending Office:

                                              Bank of Boston Connecticut
                                              100 Rustcraft Road
                                              Dedham, Massachusetts 02026
                                              Attention:  Jeff Seabron
                                              Telephone:  617-467-2275
                                              Telefacsimile: 617-467-2152

                                            Wire Transfer Instructions:

                                              Bank of Boston Connecticut

                                              Hartford, Connecticut

                                              ABA # 0111-00-805

                                              Reference: Baldwin Technology
                                                         Zero Balance Account
                                                         Account No. 55174538

                                              Attention:  Jeff Seabron
                                              Telephone:  617-467-2275

                              Signature Page 3 of 3
   104
                                    EXHIBIT A

                        Applicable Commitment Percentages



                                                                                                  Applicable
                                                              Committed                           Commitment
Lender                                                          Amount                            Percentage
- ------                                                        ---------                           ----------
                                                                                                  
NationsBank, National Association                             $13,000,000                            65.00%

Bank of Boston Connecticut                                    $ 7,000,000                            35.00%


                                       A-1
   105
                                    EXHIBIT B

                        Form of Assignment and Acceptance

                          DATED____________________, 19__

         Reference is made to the Amended and Restated Revolving Credit
Agreement dated as of December 31, 1995 (the "Agreement") among Baldwin Americas
Corporation, a Delaware corporation ("BAM"), Baldwin Technology Limited, a
Bermuda corporation ("BTL") (BAM and BTL being referred to collectively as the
"Borrowers"), Baldwin Technology Company, Inc. ("Baldwin"), the Lenders (as
defined in the Agreement) and NationsBank of North Carolina, National
Association, as Agent for the Lenders ("Agent"). Unless otherwise defined
herein, capitalized terms defined in the Agreement are used herein with the same
meanings.

         ______________________________(the "Assignor") and __________________
_______________(the "Assignee") agree as follows:

         1. The Assignor hereby sells and assigns to the Assignee, WITHOUT
RECOURSE, and the Assignee hereby purchases and assumes from the Assignor, a
_______%(1) interest in and to the Lenders' rights and obligations under the
Agreement as of the Effective Date (as defined below), including, without
limitation, the respective interest in the Loan, and the Note held by the
Assignor.

         2. The Assignor (i) represents and warrants that, as of the date
hereof, its Revolving Loan Commitment under the Agreement (without giving effect
to assignments thereof which have not yet become effective) is $___________, and
the aggregate outstanding principal amount of the Loan owing to it (without
giving effect to assignments thereof which have not yet become effective) is
$________ (including without limitation the Equivalent Dollar Amount of
outstanding Alternative Currency Advances based on the respective rates of
exchange used at the time of such Advances); (ii) represents and warrants that
it is the legal and beneficial owner of the interest being assigned by it
hereunder and that such interest is free and clear of any adverse claim; (iii)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Agreement or any of the Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Agreement or any of the
Loan Documents or any other instrument or document furnished pursuant thereto;
(iv) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of Baldwin, any Borrower, any Guarantor or
any Baldwin Subsidiary or the performance or observance by Baldwin, any
Borrower, any Guarantor

- -------------------------
(1)        Specify percentage in no more than 4 decimal points.

                                       B-1
   106
or any Baldwin Subsidiary of any of its obligations under the Agreement or any
of the Loan Documents or any other instrument or document furnished pursuant
thereto and (v) attaches the Note referred to in paragraph 1 above and requests
that the Agent exchange such Note for new Note(s) as follows: A Note, dated
_____________, 19__ in the principal amount of $________________, payable to the
order of the Assignor, and a Note, dated ____________________________ 19__, in
the principal amount of $_________________ payable to the order of the Assignee.

         3. The Assignee (i) confirms that it has received a copy of the
Agreement, together with copies of the financial statements referred to in
Section 6.2(c) thereof or most recently delivered pursuant to Section 7.1(a) and
(b) of the Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor, or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the
Agreement; (iii) appoints and authorizes the Agent to take such actions on its
behalf and to exercise such powers under the Loan Documents as are delegated to
the Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (iv) agrees that it hereby assumes, and will be bound by and
will perform in accordance with their terms all of the obligations which by the
terms of the Agreement are required to be performed by the Lender; and (v)
specifies as its address for notices the office set forth beneath its name on
the signature pages hereof.

         4. The effective date for this Assignment and Acceptance shall be
_____________________________ (the "Effective Date"). Following the execution of
this Assignment and Acceptance, it will be delivered to the Agent for acceptance
and recording by the Agent and consent by the Borrowers.

         5. Upon such acceptance and recording and consent, as of the Effective
Date, (i) the Assignee shall be a party to the Agreement and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of a
Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to
the extent assumed by the Assignee as provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Agreement arising after the Effective Date.

         6. Upon such acceptance and recording, from and after the Effective
Date, the Agent shall make all payments under the Agreement and Notes in respect
of the interest assigned hereby (including, without limitation, all payments of
principal, interest and commitment fees with respect thereto) to the Assignee.
The Assignor and Assignee shall make all appropriate adjustments in

                                       B-2
   107
payments under the Agreement and the Notes for periods prior to the Effective
Date directly between themselves.

         7. This Assignment and Acceptance shall be governed by and construed in
accordance with, the laws of the State of North Carolina.

                                 [NAME OF ASSIGNOR]

                                 By:

                                    Name:___________________________
                                    Title:__________________________

                                 After the Effective Date
                                 Outstanding Revolving Loans:$______

                                 [NAME OF ASSIGNEE]

                                 By:

                                    Name:___________________________
                                    Title:__________________________

                                  Lending Office:___________________
                                               _____________________
                                               _____________________
                                   Telephone:
                                   Telefacsimile:

                                   After the Effective Date
                                   Outstanding Revolving Loans:$______

                                   Accepted this ____ day of _______, 19___

                                   NATIONSBANK, NATIONAL ASSOCIATION,
                                   as Agent

                                   By:_________________________________________
                                      Name:________________________________
                                      Title:_______________________________

Consented to:

BALDWIN AMERICAS CORPORATION

By:____________________________________
   Name:_______________________
   Title:______________________

                                       B-3
   108
BALDWIN TECHNOLOGY LIMITED

By:____________________________________
   Name:_______________________
   Title:______________________

                                       B-4
   109
                                    EXHIBIT C

                    Form of Available Commitment Certificate

         Reference is hereby made to the Amended and Restated Revolving Credit
Agreement, dated as of December 31, 1995 (as amended or modified from time to
time, the "Credit Agreement") among BALDWIN AMERICAS CORPORATION ("BAM"),
BALDWIN TECHNOLOGY LIMITED ("BTL") (BAM and BTL being referred to collectively
as the "Borrowers"), BALDWIN TECHNOLOGY COMPANY, INC. ("Baldwin"), the Lenders
(as defined in the Credit Agreement) and NATIONSBANK, NATIONAL ASSOCIATION, as
Agent (the "Agent"). Capitalized terms used but not defined herein shall have
the respective meanings assigned thereto in the Credit Agreement.

         This Certificate is furnished to the Agent by the Borrowers in
accordance with the provisions of the Credit Agreement. Each Borrower certifies
that the computation of the Unavailable Commitment Amount (and each component
thereof) and the amount available set forth below complies with all applicable
provisions of the Credit Agreement and have been prepared from the books of
account and records of the Borrowers, the Borrower Subsidiaries, the Sector
Subsidiaries, the Subsidiaries of Sector Subsidiaries and any other Baldwin
Subsidiaries, which represent fairly and accurately the status and value of each
component of the Unavailable Commitment Amount as at the last day of the month
immediately preceding the date hereof.

         A.       Total Commitment as of        $__________________________
                  the date hereof.

         B.   outstanding Indebtedness for
              Money Borrowed (other than
              Existing Capitalized Leases)
              of Borrowers                      $__________________________

         C.   outstanding Indebtedness for
              Money Borrowed (other than
              Existing Capitalized Leases)
              of Borrower Subsidiaries          $__________________________

         D.   outstanding Indebtedness for
              Money Borrowed (other than
              Existing Capitalized Leases)
              of Sector Subsidiaries            $__________________________

         E.   outstanding Indebtedness for
              Money Borrowed (other than
              Existing Capitalized Leases)
              of Subsidiaries of
              Sector Subsidiaries               $__________________________

                                       C-1
   110
         F.   outstanding Indebtedness for
              Money Borrowed (other than
              Existing Capitalized Leases)
              of other Baldwin Subsidiaries     $__________________________

         G.   sum of Item B plus Item
              C plus Item D plus Item E
              plus Item F =                     $__________________________

         H.   Unavailable Commitment
              Amount is Item G minus
              $15,000,000 (but Unavailable
              Commitment may not be less
              than     $0)                      $__________________________

         I.   Available Commitment is
              Item A minus Item H  =            $__________________________

         J.   principal amount of
              outstanding Loans                 $__________________________

         K.   remaining available
              Commitment is Item I minus
              Item J =                          $__________________________

         NOTE:  IF (K) IS NEGATIVE, SUCH
         AMOUNT SHALL BE REPAID IMMEDIATELY.

         This the ___ day of __________________, 19___.

                                    BALDWIN AMERICAS CORPORATION

                                    By:__________________________

                                    Name:__________________________
                                    Title:__________________________

                                    BALDWIN TECHNOLOGY LIMITED

                                    By:__________________________

                                    Name:__________________________
                                    Title:__________________________

                                       C-2
   111
                                   EXHIBIT D-1

                           Notice of Dollar Borrowing

To:      NationsBank, National Association,
          as Agent
         One Independence Center
         101 North Tryon Street
         Charlotte, North Carolina  28255-0001
         Attention:  Dana Weir

         Reference is hereby made to the Amended and Restated Revolving Credit
Agreement (the "Agreement"), dated as of December 31, 1995, (the "Agreement")
among Baldwin Americas Corporation ("BAM"), Baldwin Technology Limited ("BTL")
(BAM and BTL being referred to collectively as the "Borrowers"), Baldwin
Technology Company, Inc. ("Baldwin"), the Lenders (as defined in the Agreement)
and NationsBank, National Association, as Agent for the Lenders. Capitalized
terms used but not defined herein shall have the respective meanings therefor
set forth in the Agreement.

         The Borrowers through their Authorized Officer hereby confirm their
prior notice of borrowing given to the Agent by telephone on ____________, 19__
to the effect that Loans of the type and amount set forth below be made on the
date indicated by deposit of such amount to the Borrowers Account:



Type of Loan                      Interest                Aggregate
(check one)                       Period(1)               Amount(2)                  Date of Loan(3)
- ------------                      ---------               ---------                  ---------------
                                                                            
Prime Loan 
           ------

LIBOR Loan 
           ------


- -----------------------

(1)      For any LIBOR Loan, one, two, three or six months.

(2)      In an amount equal to $750,000 and $250,000 multiples in excess
         thereof.

(3)      At least three (3) LIBOR Business Days following telephonic notice if a
         LIBOR Loan; may be same Business Day as Notice in the case of Prime
         Loans.

         The undersigned hereby certifies that:

         1.       No Default or Event of Default has occurred and is continuing;

         2.       All the representations and warranties set forth in the
                  Agreement (other than those expressly stated to refer to a

                                       D-1
   112
particular date) are true and correct in all material respects as of the date
hereof;

         3.       All of the Security Instruments remain in full force and
effect;

         4.       Neither Baldwin nor any Borrower has suffered any Material
Adverse Effect since the date of the most recent financial statements delivered
to the Agent pursuant to Section 7.1 of the Agreement; and

         5.       After giving effect to Loans requested hereby, the principal
amount of outstanding Loans will not exceed the Total Commitment.

         This the ___ day of ____________, 19__.

                          BALDWIN AMERICAS CORPORATION
                          and BALDWIN TECHNOLOGY LIMITED,
                          Jointly and Severally

                          By: _______________________________
                              Authorized Officer for Baldwin
                              Americas Corporation and
                              Baldwin Technology Limited

                                       D-2
   113
                                   EXHIBIT D-2

                    Notice of Alternative Currency Borrowing

To:      NationsBank, National Association,
          as Agent
         One Independence Center
         101 North Tryon Street
         Charlotte, North Carolina  28255-0001
         Attention:  Dana Weir

         Reference is hereby made to the Amended and Restated Revolving Credit
Agreement (the "Agreement"), dated as of December 31, 1995, (the "Agreement")
among Baldwin Americas Corporation ("BAM"), Baldwin Technology Limited ("BTL")
(BAM and BTL being referred to collectively as the "Borrowers"), Baldwin
Technology Company, Inc. ("Baldwin"), the Lenders (as defined in the Agreement)
and NationsBank of North Carolina, National Association, as Agent for the
Lenders. Capitalized terms used but not defined herein shall have the respective
meanings therefor set forth in the Agreement.

         The Borrowers through their Authorized Officer hereby confirm their
prior notice of borrowing given to the Agent by telephone on ____________, 19__
to the effect that Loans of the type and amount set forth below be made on the
date indicated by deposit of such amount to the Borrowers Account:



                                            Applicable
                          Interest          Alternative          Aggregate
Type of Loan              Period(1)         Currency             Amount(2)           Date of Loan(3)
- -------------             ---------         ------------         ---------           ---------------
                                                                         



LIBOR Loan

- -----------------------

(1)      One, two, three or six months.

(2)      In an amount equal to Equivalent Alternative Currency Amount of
         $750,000, and multiples of the Equivalent Alternative Currency Amount
         of $250,000 in excess thereof.

(3)      At least three (3) LIBOR Business Days following telephonic notice if a
         LIBOR Loan; may be same Business Day as Notice in the case of Prime
         Loans.

         The undersigned hereby certifies that:

         1.       No Default or Event of Default has occurred and is
continuing;

         2.       All the representations and warranties set forth in the
Agreement (other than those expressly stated to refer to a

                                       D-3
   114
particular date) are true and correct in all material respects as of the date
hereof;

         3.       All of the Security Instruments remain in full force and
effect;

         4.       Neither Baldwin nor any Borrower has suffered any
Material Adverse Effect since the date of the most recent financial
statements delivered to the Agent pursuant to Section 7.1 of the
Agreement; and

         5.       After giving effect to Loans requested hereby, the
principal amount of outstanding Loans will not exceed the Total
Commitment.

         This the ___ day of ____________, 19__.

                          BALDWIN AMERICAS CORPORATION
                          and BALDWIN TECHNOLOGY LIMITED,
                          Jointly and Severally

                          By: _______________________________
                              Authorized Officer for Baldwin
                              Americas Corporation and
                              Baldwin Technology Limited

                                       D-4
   115
                                    EXHIBIT E

                            Form of Revolving Credit

                                 Promissory Note

_______________(1)                             [____________, ___________](2)

                                                           December 31, 1995

         FOR VALUE RECEIVED, each of BALDWIN AMERICAS CORPORATION, a Delaware
corporation ("BAM") and BALDWIN TECHNOLOGY LIMITED, a Bermuda corporation
("BTL") (BAM and BTL being referred to collectively as the "Borrowers"), hereby
promises, jointly and severally, to pay to the order of

         _________________________________(3) (the "Lender"), in its individual
capacity, at the office of NationsBank, National Association, as agent for the
Lenders (defined below) (the "Agent"), located at One Independence Center, 101
North Tryon Street, Charlotte, North Carolina 28255-0001 (or at such other place
or places within the United States as the Agent may designate) at the times set
forth in the Amended and Restated Revolving Credit Agreement dated as of
December 31, 1995 among the Borrowers, Baldwin Technology Company, Inc.
("Baldwin"), the Lenders (as defined in the Agreement) and the Agent (all
capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Agreement), in lawful money of the United States of
America, in immediately available funds, the principal amount of
[________________](4) DOLLARS ($__________)1 (or the Equivalent Alternative
Currency Amount thereof in the case of Alternative Currency Advances, based on
the respective exchange rates used at the time of such Advances) or, if less
than such principal amount, the aggregate unpaid principal amount of all Loans
made by the Lender to the Borrowers pursuant to the Agreement and to pay
interest from the date hereof on the unpaid principal amount hereof, in like
money, at said office, on the dates and at the rates provided in Article II of
the Agreement. The holder of this Note is authorized to record the date and
amount of each Loan made by the Lender pursuant to Section 2.7 of the Agreement,
and the date and amount of each payment or prepayment of principal on such
Lender's internal books and records and then attach such information as a
schedule to this Note, provided that the failure of the Lender to make such
recordation (or any error in such recordation) shall not affect the obligations
of any Borrower hereunder or under the Agreement.

- -------------------------------

(1)      Insert Lender's Pro Rata Share of Total Revolving Commitment in arabic
         numerals.

(2)      Insert name of city of Agent's Principal Office.

(3)      Insert name of Lender in capital letters

(4)      Insert Lender's Pro Rata Share of Total Commitment in words.

                                       E-1
   116
         If payment of all sums due hereunder is accelerated under the terms of
the Agreement, the then remaining principal amount and accrued but unpaid
interest shall bear interest which shall be payable on demand (i) in the case of
a LIBOR Loan, until the end of the Interest Period with respect to such LIBOR
Loan, at a rate of two percent (2%) per annum above such LIBOR Rate, and (ii)
thereafter, and with respect to Prime Loans, at a rate two percent (2%) per
annum in excess of the Prime Rate or the maximum rate permitted under applicable
law, if lower, until such principal and interest have been paid in full.
Further, in the event of such acceleration, this Note shall become immediately
due and payable, without presentation, demand, protest or other notice of any
kind, all of which are hereby waived by each Borrower.

         In the event this Note is not paid when due at any stated or
accelerated maturity, each Borrower, jointly and severally, agrees to pay, in
addition to the principal and interest, the reasonable out-of-pocket costs of
collection, including reasonable attorneys' fees, as provided in Section 11.5 of
the Agreement.

         Interest hereunder shall be computed on the basis of a 365-day year in
the case of a Prime Loan and a 360-day year in the case of a LIBOR Loan, each
for the actual number of days in the interest period.

         This Note is secured by the Borrowers Pledge Agreement, the Baldwin
Pledge Agreement, the Baldwin Technology Pledge Agreement and the Enkel Pledge
Agreement, pursuant to which each Borrower, Baldwin, Baldwin Technology and
Enkel Corporation has assigned, transferred, pledged and set over unto the Agent
for the benefit of the Lenders the Pledged Stock, together with all dividends
paid upon, all securities received in addition to and in exchange for, and all
rights to subscribe for securities incident to, the Pledged Stock.

         This Note is guaranteed by the Baldwin Guaranty, the Sector Subsidiary
Guaranty, and the BAM Subsidiary Guaranty , pursuant to which each of Baldwin,
each Sector Subsidiary, and each BAM Subsidiary has guaranteed the payment and
performance of the Obligations.

         All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law the benefits of all provisions of law for
stay or delay of execution or sale of property or other satisfaction of judgment
against any of them on account of liability hereon until judgment be obtained
and execution issued against any other of them and returned satisfied or until
it can be shown that the maker or any other party hereto had no property
available for the satisfaction of the debt evidenced by this instrument, or
until any other proceedings can be had against any of them, also their right, if
any, to require the holder hereof to hold as security for this Note any
Collateral

                                       E-2
   117
deposited by any of said Persons as security. Protest, notice of protest, notice
of dishonor or diligence are hereby waived by all parties bound hereon.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

                                       E-3
   118
         IN WITNESS WHEREOF, the Borrower has caused this Note to be made,
executed and delivered by its duly authorized officer as of the date and year
first above written, all pursuant to authority duly granted.

                          BALDWIN AMERICAS CORPORATION

                          By:_______________________________
                          Name:_____________________________
                          Title:  ____________________

                         BALDWIN TECHNOLOGY LIMITED

                         By:_______________________________
                          Name:_____________________________
                          Title:  ____________________

                                       E-4
   119
                                    EXHIBIT F

                          Form of Solvency Certificates








                                       F-1
   120
                                   EXHIBIT G-1

                           Form of Opinions of Counsel
                      for the Borrowers and the Guarantors








                                       G-1
   121
                    [MORGAN LEWIS & BOCKIUS LLP LETTERHEAD]


                                        February 2, 1996

NationsBank, National Association
  Individually and as Agent
NationsBank Corporate Center
Charlotte, North Carolina 28255-0065

        RE: Revolving Credit Facility

Ladies and Gentlemen:

        We have acted as counsel to Baldwin Technology Company, Inc., a Delaware
corporation ("Baldwin"), Baldwin Americas Corporation, a Delaware corporation
("BAM"), Baldwin Europe Consolidated Inc., a Delaware corporation ("BEC"),
Baldwin Asia Pacific Corporation, a Delaware corporation ("BAP"), Baldwin
Technology Limited, a Bermuda corporation ("BTL"), Baldwin Technology
Corporation, a Connecticut corporation ("BTC"), Kansa Corporation, a Kansas
corporation ("Kansa"), Enkel Corporation, a Delaware corporation ("Enkel"),
Misomex of North America, Inc., a Delaware corporation ("Misomex"), and Baldwin
Graphic Systems, Inc., a Delaware corporation ("BGS", and together with BTC,
Kansa, Enkel and Misomex, the "BAM Subsidiaries"), in connection with the
transactions contemplated by the Amended and Restated Revolving Credit
Agreement, dated as of December 31, 1995 (the "Credit Agreement"), among BAM,
BTL, Baldwin and NationsBank, National Association ("NationsBank") and Bank of
Boston Connecticut, as lenders, and NationsBank, as agent (the "Agent") on
behalf of the lenders ("Lenders") now or hereafter party to the Credit
Agreement, amending and restating the Credit Agreement, dated as of November 23,
1993. All capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Credit Agreement.

        In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including (i) the Credit Agreement,
(ii) the Notes, (iii) the Amended and Restated Guaranty Agreement, dated as of
December 31, 1995 (the "Baldwin Guaranty"), between Baldwin and the Agent, (iv)
the Amended and Restated Guaranty Agreement, dated as of December 31, 1995 (the
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                    [MORGAN LEWIS & BOCKIUS LLP LETTERHEAD]


NationsBank, National Association
February 2, 1996
Page 2



"Sector Subsidiary Guaranty"), between each of BEC and BAP and the Agent, (v)
the Amended and Restated Guaranty Agreement, dated as of December 31, 1995 (the
"BAM Subsidiary Guaranty" and together with the Baldwin Guaranty and the Sector
Subsidiary Guaranty, the "Guaranty Agreements"), between each of BTC, Kansa,
Enkel, Misomex and BGS and the Agent, (vi) the Amended and Restated Pledge
Agreement, dated as of December 31, 1995 (the "Baldwin Pledge Agreement"),
between Baldwin and the Agent, (vii) the Amended and Restated Pledge Agreement,
dated as of December 31, 1995 (the "BAM Pledge Agreement"), between each of BAM
and BTL and the Agent, (viii) the Amended and Restated Pledge Agreement, dated
as of December 31, 1995 (the "BTC Pledge Agreement"), between BTC and the Agent,
(ix) the Amended and Restated Pledge Agreement, dated as of December 31, 1995
(the "Enkel Pledge Agreement", and together with the Baldwin Pledge Agreement,
the BAM Pledge Agreement and the BTC Pledge Agreement, the "Pledge Agreements"),
dated as of November 23, 1993 (the "Intercreditor Agreement"), among the Agent,
John Hancock Mutual Life Insurance Company, John Hancock Variable Life Insurance
Company and John Hancock Life Insurance Company of America and NationsBank, as
collateral agent, and acknowledged and agreed to by BAM and BTL.

        Each of Baldwin, BAM, BEC, BAP and the BAM Subsidiaries is referred to
herein as an "Obligor" and the Credit Agreement, the Notes, the Guaranty
Agreements and the Pledge Agreements are referred to herein as the "Transaction
Documents."
        
        As to various factual matters relevant to our opinion, we have relied
upon certificates provided by public officials and by officers of the Obligors
and BTL, copies of which have been provided to you, and upon the representations
and warranties included in the Transaction Documents, and have made no
independent investigation thereof. We have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as photostatic
or certified copies and the authenticity of the originals of the latter
documents. We have further assumed that the Transaction Documents have been duly
authorized, executed and delivered by the other parties thereto (other than the
Obligors) and that such documents constitute the legal, valid and binding
obligations of the parties thereto (other than the Obligors and BTL) enforceable
   123
                    [MORGAN LEWIS & BOCKIUS LLP LETTERHEAD]


NationsBank, National Association
February 2, 1996
Page 3



against the parties thereto (other than the Obligors and BTL) in accordance
with the terms thereof.

        Based upon the foregoing, we are of the opinion that:

                1.  Baldwin, BAM, BEC and BAP are corporations duly incorporated
        and (i) each Obligor is a corporation validly existing and in good
        standing under the laws of its jurisdiction of incorporation; and (ii)
        each Obligor has all requisite corporate power and authority necessary
        to own its assets and carry on its business as now being conducted.

                2.  Each Obligor has all necessary corporate power and authority
        to execute, deliver and perform the Transaction Documents to which it is
        a party.

                3.  The execution, delivery and performance by each of the
        Obligors of the Transaction Documents to which it is a party have been
        duly authorized by all necessary corporate action by such Obligor. Each
        of the Transaction Documents has been duly and validly executed and
        delivered on behalf of each of the Obligors party thereto and BTL, as
        the case may be.

                4.  Each of the Transaction Documents and the Intercreditor
        Agreement constitutes the legal, valid and binding obligation of each
        Obligor that is a party thereto and, with respect to the Credit
        Agreement, the Notes, the BAM Pledge Agreement and Intercreditor
        Agreement, enforceable against such Obligor and BTL, as the case may be,
        in accordance with its terms, except that (i) such enforcement may be
        subject to applicable bankruptcy, moratorium, insolvency,
        reorganization, fraudulent conveyance and other similar laws affecting
        creditors' rights generally, (ii) such enforcement may be subject to
        general equitable principles, whether such enforceability is considered
        in a proceeding in equity or at law, and (iii) with respect to the
        Guaranty Agreements and the Pledge Agreements, certain of the waivers,
        remedies and enforcement rights provided for in such documents may be
        limited or rendered unenforceable by applicable laws or judicial
        decisions, which laws or judicial decisions do not in our opinion make
        such documents, taken as a whole, legally
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                    [MORGAN LEWIS & BOCKIUS LLP LETTERHEAD]


NationsBank, National Association
February 2, 1996
Page 4



        inadequate for the practical realization of the benefits intended to be
        provided thereby.

                5.  None of the execution or delivery by any of the Obligors or
        BTL of any Transaction Document to which it is a party, the consummation
        by any of such parties of any of the transactions contemplated by any of
        the Transaction Documents or the compliance by any of such parties with
        any of the terms and provisions thereof (i) will violate or conflict
        with any provision of the charter or by-laws of any Obligor, (ii) will
        result in any material breach of or material default under a provision
        of any contract, agreement, indenture, mortgage, deed of trust or other
        instrument known to us to which any Obligor or BTL is party or by which
        any of its properties or assets are bound, (iii) is prohibited by,
        violates or requires any Obligor or BTL to obtain or make any consent,
        authorization, approval, registration or filing under, any United States
        federal or New York state statute, law, ordinance, regulation or rule,
        or, to the best of our knowledge, any judgment, decree or order of any
        court or governmental agency, board, bureau, body, department or
        authority or any other Person under any contract, agreement, indenture,
        mortgage, deed of trust or other instrument known to us to which any
        Obligor or BTL is a party, or (iv) to the best of our knowledge, will
        result in, or require, the creation or imposition of any Lien upon or
        with respect to any of the properties or assets of the Obligors or BTL,
        except as expressly contemplated by the Transaction Documents.

                6.  None of the provisions of the Transaction Documents violate
        any laws of the State of New York relating to interest or usury.

                7.  None of the transactions contemplated by the Credit
        Agreement, including, without limitation, the use of the proceeds of the
        Loans made to the Borrowers, will violate or result in a violation of
        Section 7 of the Securities Act of 1934, as amended, any regulations
        issued pursuant thereto, or regulations G, T, U or X of the Board of
        Governors of the Federal Reserve System, and, to the best of our
        knowledge, Baldwin does not own or intend to purchase or carry any
        "margin securities" as defined in said regulations.
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                    [MORGAN LEWIS & BOCKIUS LLP LETTERHEAD]


NationsBank, National Association
February 2, 1996
Page 5


                8.  To the best of our knowledge without independent
        investigation, there are no actions, suits, proceedings or
        investigations, either at law or in equity, or before any commission or
        other administrative authority of any kind now pending or threatened
        involving any Obligor or BTL or any of its properties or assets (i) with
        respect to the transactions contemplated by the Transaction Documents or
        (ii) which, if adversely determined, would have a Material Adverse
        Effect on Baldwin, any Significant Subsidiary or the Consolidated Group.

                9.  Baldwin, BAM, BTC and Enkel have delivered to the Agent in
        accordance with the terms of the Baldwin Pledge Agreement, the BAM
        Pledge Agreement, the BTC Pledge Agreement and the Enkel Pledge
        Agreement, respectively, the stock certificates representing the Pledged
        Borrower Stock and the Pledged Sector Subsidiary Stock, the Pledged BAM
        Subsidiary Stock, the Pledged Baldwin Technology Subsidiary Stock and
        the Pledged Enkel Subsidiary Stock, respectively, being pledged by them,
        together with stock powers executed in blank, for the purpose of
        transferring the same. The execution and delivery of the stock powers in
        blank with respect thereto have been duly authorized by Baldwin, BAM,
        BTC and Enkel, respectively. Such delivery of such stock certificates
        and stock powers has created a valid and perfected security interest in
        the Pledged Borrower Stock and the Pledged Sector Subsidiary Stock, the
        Pledged BAM Subsidiary Stock, the Pledged Baldwin Technology Subsidiary
        Stock and the Pledged Enkel Subsidiary Stock, respectively, in favor of
        the Agent and the Lenders.

        With respect to our opinions in paragraphs 3, 4, 5, 8 and 9 regarding
matters relating to BTL we have, with your permission and without independent
investigation, relied on the opinion of Conyers Dill & Pearman, counsel to BTL,
a copy of which is attached hereto, and our opinion is subject to the
qualifications, exceptions and assumptions contained therein.

        We render this opinion as members of the Bar of the State of New York
and we express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York, the Delaware General Corporation Law and the
federal laws of the United States of America. To the extent that the opinions
expressed above involve conclusions as to the laws of the States
   126
                    [MORGAN LEWIS & BOCKIUS LLP LETTERHEAD]

NationsBank, National Association
February 2, 1996
Page 6


of Connecticut and Kansas, we have assumed, with your permission, that the laws
of the States of Connecticut and Kansas are the same as the laws of the State
of New York in all respects material to this opinion.

        The opinions expressed above may be relied upon as of the date hereof
by any successor of the Agent or the Lenders or assignee of the Note held by
the Lenders.

                                        Very truly yours,

                                        /s/ MORGAN LEWIS & BOCKIUS LLP
   127
                                   EXHIBIT G-2

                   Form of Opinion of Bermuda Counsel for BTL







                                       G-2
   128
                            CONYERS, DILL & PEARMAN
                             BARRISTERS & ATTORNEYS

                                  [LETTERHEAD]

                                                2nd February, 1996

NationsBank National Association
  Individually and as Agent
NationsBank Corporate Center
Charlotte, North Carolina 28255-0065
USA

Bank of Boston Connecticut
One Landmark Square
Suite 2002
Stamford, Connecticut 06901
USA

Dear Sirs,

RE: BALDWIN TECHNOLOGY LIMITED ("BTL")
- --------------------------------------

We have acted as special legal counsel in Bermuda to BTL, a Bermuda company, in
connection with an amended and restated revolving credit agreement dated as of
December 31, 1995 (the "Credit Agreement") among Baldwin Americas Corporation
("BAM"), BTL, Baldwin Technology Company, Inc. ("Baldwin"), the lenders party
thereto and NationsBank, National Association ("NationsBank") as agent on
behalf of the lenders now or hereafter party to the Credit Agreement.

For the purposes of giving this opinion we have examined and relied upon the
following documents:

(a) a facsimile copy of the Credit Agreement;

(b) a facsimile copy of a promissory note from BTL and BAM in favour of
    NationsBank in 

   129
NationsBank National Association
 Individually and as Agent, et al.
Page 2
2nd February, 1996


        the face amount of US$13,000,000 and dated as of the December 31, 1995
        (the "NationsBank Note");

(c)     a facsimile copy of a promissory note from BTL and BAM in favour of
        Bank of Boston Connecticut in the face amount of US$7,000,000 and
        dated as of December 31, 1995 (the "Bank of Boston Note");

(d)     a facsimile copy of a pledge agreement among BAM, BTL and NationsBank
        dated as of the December 31, 1995 (the "BTL Pledge").

The Credit Agreement, the NationsBank Note, the Bank of Boston Note and the BTL
Pledge are herein collectively referred to as the "Transaction Documents".

Any reference herein to the Transaction Documents does not include any other
instrument or agreement whether or not specifically referred to in any of the
Transaction Documents or attached as an exhibit or schedule to any of the
Transaction Documents or BTL.

We have also examined and relied upon the Memorandum of Association and the
Bye-laws of BTL, a facsimile copy of resolutions in writing of the board of
directors of BTL and such other documents and made such enquiries as to
questions of Bermuda law as we have deemed necessary in order to render the
opinion set forth below.

In our examination of the Transaction Documents and in giving of this opinion
we have assumed: (a) the genuineness and authenticity of all signatures and
the conformity to the originals of all copies (whether or not certified) and
the authenticity and completeness of the originals from which such copies were
taken, (b) the capacity, power and authority of each of the parties to the
Transaction Documents, other than BTL, (c) the due execution and delivery of
the Transaction Documents by each of the parties thereto, (d) the due execution
and delivery of the Transaction Documents under the law of the jurisdiction in
which they were executed and delivered on the basis that under Bermuda
conflicts of law principles due execution and delivery is a question for the
law of the jurisdiction in which the documents were executed, (e) the
correctness, accuracy and completeness of all factual representations made in,
and in respect of, the Transaction Documents and all other documents examined
by us (f) there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the opinions
expressed herein, (g) the validity and binding effect under the laws of the
State of New York (the "Foreign Laws") of the Transaction Documents and of the
Pledges which are expressed to be subject to such Foreign Laws in accordance
with their respective terms, (h) the validity under the Foreign Laws of the
submission by BTL pursuant to the Transaction Documents to the jurisdiction of
the United States District Court, Western District of North Carolina and of
the 


   130
NationsBank National Association
 Individually and as Agent, et al.
Page 3
2nd February, 1996


North Carolina General Court of Justice, Superior Court Division, Twenty-Sixth
Judicial District and the courts of the Commonwealth of Massachusetts and any
United States District Court in the Commonwealth of Massachusetts (the
"Foreign Courts"), (i) the proceeds of the borrowing will be used in
furtherance of the objects of BTL and BAM.

The obligations of BTL under the Transaction Documents (a) will be subject to
the laws from time to time in effect relating to bankruptcy, insolvency,
liquidation, possessory liens, rights of set off, reorganisation, amalgamation,
moratorium or any other laws or legal procedures, whether of a similar nature
or otherwise, generally affecting the rights of creditors, (b) will be subject
to statutory limitation of the time within which proceedings may be brought,
(c) will be subject to general principles of equity and, as such, specific
performance and injunctive relief, being equitable remedies may not be
available, (d) may not be given effect to by a Bermuda Court (whether or not it
was applying the Foreign Laws) if and to the extent they constitute the payment
of a penalty and are not in the name of liquidated damages, and (e) may not be
given effect to by a Bermuda Court (whether or not it was applying the Foreign
Laws) if and to the extent they constitute a fetter on the statutory powers of
BTL which, however, would not prevent the lenders from obtaining the
substantial benefit of the security interests provided by and payment
obligations under such Transaction Documents.

We express no opinion as to the effectiveness of any provision which refers to
the deletion or severance of any other provision in any of the Transaction
Documents if any such other provision in the Transaction Documents is
determined by a Court to be illegal, invalid or otherwise unenforceable.

Section 9 of the Interest and Credit Charges (Regulation) Act 1975 provides
that the Bermuda courts have discretion as to the amount of interest payable on
a judgement after the date of judgement. If the court does not exercise that
discretion, the interest will accrue at the statutory rate which is currently
seven per cent per annum.

Any provisions providing that a person's statement or certificate will be
conclusive and binding may not be effective if such statement or certificate is
incorrect on its face or fraudulent and will not necessarily prevent judicial
enquiry into the merits of a claim by an aggrieved party.

We have made no investigation of and express no opinion in relation to the laws
of any country or jurisdiction other than Bermuda. This opinion is to be
governed by and construed in accordance with the laws of Bermuda and is limited
to and is given on the basis of the current law and practice in Bermuda.

This opinion is issued solely for your benefit and that of your counsel, Smith
Helms Mullis & 
   131
NationsBank National Association
 Individually and as Agent, et al.
Page 4
2nd February, 1996

Moore, L.L.P., and of New York counsel to BTL, Morgan, Lewis & Bockius LLP and
is not to be relied upon by any other person, firm or entity, nor is it to be
quoted or referred to in any public document or filed with any governmental
agency or other body or person without our written consent; Provided that this
opinion may be relied upon by your assignees under the Credit Agreement but
only to the same extent as it could have been relied upon by you.

On the basis of and subject to the foregoing we are of the opinion that:

1.      BTL has been duly incorporated, is in good standing and is validly
        existing under the laws of Bermuda. For the purpose of this opinion the
        term "good standing" means that BTL has not failed to make any filing
        with any Bermuda governmental authority or to pay any Bermuda
        governmental fee or tax which would make them liable to be struck 
        off the Registrar of Companies and thereby cease to exist under the laws
        of Bermuda.

2.      BTL has the necessary corporate power and authority to enter into and
        deliver and to perform its obligations under the Transaction Documents.
        The execution and delivery of the Transaction Documents by BTL and the
        performance thereof by BTL in accordance with their respective terms
        will not violate the Memorandum of Association or bye-laws of BTL nor
        any applicable law, regulation, order or decree in Bermuda.

3.      BTL has taken all corporate and other action required to authorise the
        execution, delivery and performance of the Transaction Documents. When
        duly executed and delivered by or on behalf of BTL, the Transaction
        Documents will constitute the legal, valid and binding obligations of
        BTL enforceable in accordance with the terms thereof. Signing of each of
        the Transaction Documents by the Chairman of the Board, the President or
        any Vice-President of BTL constitutes due execution of each such
        Transaction Document.

4.      No order, consent, approval, licence, authorisation or validation of or
        exemption by any government or public body or authority of Bermuda or
        any sub-division thereof is required to authorise or is required in
        connection with the execution, delivery, performance and enforcement of
        the Transaction Documents except such as have been duly obtained in
        accordance with Bermuda law.

5.      It is not necessary or desirable to ensure the enforceability in
        Bermuda of the Transaction Documents that they be registered in any
        register kept by, or filed with, any governmental authority or
        regulatory body in Bermuda. However it may be desirable to ensure
        priority in Bermuda of the BTL Pledge and of any other Transaction
        Document which creates a charge over assets of BTL under the laws
        governing it that it be registered in the Register of Charges in
        accordance with Section 55 of the Companies Act 1981, as amended. On 
   132
NationsBank National Association
 Individually and as Agent, et al.
Page 5
2nd February, 1996

        registration the BTL Pledge and any such other charge will have priority
        in Bermuda over any unregistered charge and over any subsequently
        registered charge in respect of the assets which are the subject of the
        BTL Pledge or such other charge. A registration fee of $405 will be
        payable in respect of each such registration.

6.      The Transaction Documents will not be subject to ad valorem stamp duty
        in Bermuda. 

7.      The choice of Foreign Laws to govern the Transaction Documents is a
        valid choice of law and the submission therein by BTL to the
        non-exclusive jurisdiction of the Foreign Courts is valid and binding
        upon BTL.

8.      Based solely upon a search of the Cause Book at the Supreme Court of
        Bermuda conducted on 2nd February, 1996, at 11:25 a.m. there are no
        legal or governmental proceedings pending in Bermuda to which BTL is a
        party or to which the property of BTL may be subject which might
        adversely affect BTL's ability to perform its obligations under the
        Transaction Documents.

9.      The Courts of Bermuda would recognise as a valid judgement, a final and
        conclusive judgement in person obtained in the Foreign Courts against
        BTL based upon the Transaction Documents under which a sum of money is
        payable (other thana sum of money payable in respect of multiple
        damages, taxes or other charges of a like nature or in respect of a fine
        or other penalty) and would give a judgement based thereon provided that
        (a) such courts had proper jurisdiction over the parties subject to such
        judgement, (b) such courts did not contravene the rules of natural
        justice in Bermuda, (c) such judgement was not obtained by fraud, (d)
        the enforcement of the judgement would not be contrary to the public
        policy of Bermuda, (e) no new admissible evidence relevant to the action
        is submitted prior to the rendering of the judgement by the courts of
        Bermuda and (f) the due compliance with the correct procedures under the
        laws of Bermuda. In the circumstances contemplated in (e) above, the
        Company would have to satisfy the Bermuda Court (1) that the evidence
        could not have been obtained with reasonable diligence for use at the
        trial (2) that the further evidence is such that, if given, it would
        have an important influence on the result of the trial, although it need
        not be decisive and (3) that the evidence is such as is presumably to be
        believed.
   133
NationsBank National Association
 Individually and as Agent, et al.
Page 6
2nd February, 1996


10.     The mere execution and delivery by BTL of the Transaction Documents
        alone will not give rise to any lien or encumbrance on the assets of BTL
        under any Bermuda statue.

Yours faithfully,

/s/  Conyers, Dill & Pearman

CONYERS, DILL & PEARMAN
   134
                                    EXHIBIT H

                        Form of BTL Note Pledge Agreement

                                 [See attached]









                                       H-1
   135
                         PLEDGE AND SECURITY AGREEMENT


        THIS PLEDGE AND SECURITY AGREEMENT (the "Agreement") is executed as of
December 31, 1995, by BALDWIN TECHNOLOGY LIMITED, a Bermuda corporation
("Pledgor"), in favor of NATIONSBANK, N.A. (formerly known as NationsBank of
North Carolina, National Association), a national banking association, as
Agent (the "Agent") and each of the Lenders (defined below).

                                    Recitals

        A.  Baldwin Americas Corporation and the Pledgor (collectively, the
"Borrowers"), Baldwin Technology Company, Inc., the Agent, the Lenders party
thereto (collectively, the "Lenders") and the Agent have entered into that
certain Amended and Restated Revolving Credit Agreement dated as of November 23,
1993 (as amended, modified or supplemented from time to time, the "Credit
Agreement"), pursuant to which the Lenders have agreed to make certain loans
and advances to the Borrowers. Capitalized terms not otherwise defined herein
shall have the meanings assigned in the Credit Agreement.

        B.  The Pledgor has made in the past, and intends to make in the
future, one or more loans (collectively, the "Subsidiary Loans") to one or more
Subsidiaries of Sector Subsidiaries (collectively, the "Borrowing
Subsidiaries"). Pursuant to Section 8.3(b) of the Credit Agreement, each such
Subsidiary Loan has been, or will be, evidenced by a promissory note
(individually, a Pledged Note" and collectively, the "Pledged Notes") signed by
the respective Borrowing Subsidiary.

        C.  Pursuant to Section 8.3(b) of the Credit Agreement, the Pledgor is
required to execute and deliver this Agreement, and to pledge and deliver each
of the Pledged Notes, to the Agent.

                                   Agreement

        NOW THEREFORE, in consideration of the foregoing recitals, Pledgor
agrees as follows:

        1.  Granting Clause.  As security for the following (hereinafter
referred to as the "Liabilities"):

        (a) the payment of all sums now or hereafter payable pursuant to
        or with respect to the Credit Agreement, the Notes or any other
        Loan Document, (including without limitation principal, interest,
        charges and expenses), and any and every extension and renewal thereof,
        (b) the payment and performance of all other Obligations and (c) the
        compliance with all of the stipulations, covenants, agreements, 
        representations and conditions contained in this Agreement and in the
        other Loan Documents;
 
   136
        Pledgor hereby delivers, pledges and grants to Agent (for itself and on
        behalf of the Lenders) a security interest in, all of Pledgor's right,
        title and interest in and to the following collateral (collectively, the
        "Collateral"):

                (i) each Pledged Note (whether now existing or hereafter created
        or acquired) and all amounts payable thereunder, and

                (ii) all proceeds of the Collateral or of any part thereof.

        2.  Representations.  Pledgor represents and warrants that Pledgor, at
the time of delivery of this Agreement, has good and marketable title to the
Collateral, free of all Liens and adverse claims of any kind whatsoever, except
for Liens in favor of the Agent (for itself and on behalf of the Lenders).

        3.  Restrictions on Disposition of Collateral by Pledgor.  Pledgor will
not, directly or indirectly, sell, assign, transfer, mortgage, pledge,
hypothecate or otherwise dispose of any of the Collateral, or any interest
therein, or create, assume or permit any Lien of any kind whatsoever to exist
with respect thereto, without the express written consent of the Agent and the
Lenders.

        4.  Records.  Whether or not an Event of Default has occurred, the
Pledgor shall maintain complete, true and accurate records with respect to all
of the Collateral.

        5.  Remedies in Case of Event of Default.  If an Event of Default shall
occur, the Agent (for itself and on behalf of the Lenders) shall be entitled to
exercise all of the rights, powers and remedies vested in it by this Agreement,
and now or hereafter existing at law or in equity or by statute (including,
without limitation, the Uniform Commercial Code of New York or North Carolina)
or otherwise for the protection and enforcement of its rights with respect to
the Collateral; and Pledgor hereby irrevocably appoints and constitutes the
Agent as Pledgor's attorney-in-fact, coupled with an interest and with full
power of substitution, to exercise any or all of the following rights, powers
and remedies:

                (a) to receive - directly all payments payable or deliverable
        with respect to the Collateral otherwise payable or deliverable to
        Pledgor;

                (b) to endorse and transfer all or any part of the Collateral
        into the Agent's name or the name of its nominee (for themselves and on
        behalf of the Lenders); and

                (c) at any time or from time to time to sell, assign and
        deliver, or grant options to purchase, all or any part of the
        Collateral, or any interest therein, at any public or private sale, to
        the fullest extent permitted by law, without demand


                                       2
   137
        of performance, advertisement or notice of intention to sell or of the
        time or place of sale or adjournment thereof or otherwise (all of which
        are hereby waived by Pledgor to the fullest extent permitted by law),
        for cash, on credit or for other property, for immediate or future
        delivery without any assumption of credit risk, and for such price or
        prices and on such terms as the Agent in its absolute discretion may
        determine.

Pledgor hereby waives and releases to the fullest extent permitted by law all
rights, if any, of marshalling the Collateral and any other security for the
Liabilities or otherwise. At any sale of the Collateral, the Agent or any Lender
may bid for and purchase all or any part of the Collateral, so long as such
sale is a public sale or is conducted in a commercially reasonable manner.

        6.      Application of Moneys by the Agent.  All moneys collected upon
any sale of the Collateral hereunder, together with all other moneys received
by the Agent hereunder, shall be first applied to the payment of all costs and
expenses incurred by the Agent and referred to in Section 8 or otherwise in
connection with the disposition of the Collateral or the collection of the
Liabilities (including, without limitation, all attorneys' fees as herein
provided) and then to the Liabilities in such order and manner as the Agent
shall consider appropriate, subject to the terms of the Credit Agreement.

        7.      Pledgor's Obligations Absolute.  The obligations of Pledgor
under this Agreement shall be absolute and unconditional and shall remain in
full force and effect without regard to, and shall not be released, suspended,
discharged, terminated or otherwise affected by, any circumstance or occurrence
whatsoever, including, without limitation: (a) any renewal, extension, amendment
or modification of or addition or supplement to any Loan Document, or any
assignment or transfer thereof; (b) any waiver, consent, extension, indulgence
or other action or inaction under or with respect to the Loan Documents or any
exercise or non-exercise of any right, remedy, power or privilege under or with
respect to any Loan Document or this Agreement; (c) any furnishings of any
additional security to the Agent or any Lender or any acceptance thereof or any
release of any security or guaranty by the Agent or any Lender; (d) any
limitation on any party's liability or obligations under the Loan Documents or
the invalidity or unenforceability, in whole or in part, of any Loan Document or
any term thereof; or (e) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to Pledgor, or any action taken with respect to this Agreement by any
trustee or receiver, or by any court, in any such proceeding; whether or not
Pledgor shall have notice or knowledge of any of the foregoing.

        8.      Costs and Expenses.  Pledgor will pay or reimburse the Agent or
any Lender for all reasonable costs and expenses 


                                       3
   138
(including, without limitation, attorney's fees) incurred by or on behalf of
the Agent or such Lender (as the case may be) in exercising and protecting the
Agent or any Lender's rights and remedies hereunder, or enforcing the
obligations of Pledgor hereunder in connection therewith.

        9.  Remedies Cumulative; Non-Waiver.  Each right, power and remedy of
the Agent or any Lender provided for in this Agreement or the Loan Documents,
or now or hereafter existing at law or in equity or by statute or otherwise,
shall be cumulative and shall be in addition to every other such right, power
or remedy. The exercise by the Agent or any Lender of any one or more of such
rights, powers or remedies shall not preclude the simultaneous or later
exercise of all such other rights, powers or remedies. No failure or delay on
the part of the Agent or any Lender to exercise any such right, power or remedy
shall operate as a waiver thereof.

        10.  Additional Security, etc.  Without notice to or consent of Pledgor,
and without impairment of the lien and rights created by this Agreement, the
Agent (for itself and on behalf of the Lenders) may accept from Pledgor, or from
any other person or persons, additional security for the Liabilities. Neither
the giving of this Agreement nor the acceptance of any such additional security
shall prevent the Agent (for itself and on behalf of the Lenders) from resorting
first to any such additional security, or first to the security created by this
Agreement, in any case without affecting the security interest and rights of the
Agent or any Lender under this Agreement.

        11.  Further Assurances.  Pledgor, at Pledgor's sole cost and expense,
will duly execute, acknowledge and deliver all such instruments and take all
such actions as the Agent from time to time may reasonably request in order to
effectuate further the purposes of this Agreement and to carry out the terms
hereof. Without limiting the generality of the foregoing, the Pledgor shall
immediately deliver to the Agent any Pledged Note that the Pledgor may obtain
or possess at any time.

        12.  Termination.  This Agreement shall remain in full force and effect
so long as any Liabilities are outstanding or the Agent or any Lender has any
obligation to make Advances under the Credit Agreement; and this Agreement
shall secure all Liabilities (as defined herein), whether now existing or
hereafter incurred, contracted for or arising.

        13.  Notices.  All notices and other communications required under this
Agreement shall be in writing and shall be either hand-delivered, together with
a receipt acknowledging such delivery, or mailed by first-class registered or
certified mail, postage prepaid, addressed to Pledgor, the Agent or any Lender
at their respective addresses indicated in the Credit Agreement. Any
requirement of the Uniform Commercial Code of reasonable notice shall be met if
given as provided in the Credit Agreement at least

                                       4
   139
five days before the time of the sale, disposition or other event or thing
giving rise to the required notice.

        14.  Default.  As used in this Agreement, the terms "default" and
"Event of Default" shall mean the occurrence or happening of any one or more of
the following events, circumstances or conditions:

             (a) Pledgor shall violate or default in the observance or
performance of any term, agreement, covenant, condition or stipulation
contained or referred to in this Agreement and such violation or default shall
continue unremedied for a period of ten days after the first to occur of (i)
the date the Agent gives Pledgor written or telephonic notice thereof or (ii)
the date Pledgor otherwise has notice thereof; or

             (b) if the security interest in the Collateral is declared null
and void, or terminates, or ceases, by operation of law or otherwise, to be an
enforceable obligation of the Pledgor; or

             (c) an Event of Default, as therein defined, shall occur under the
Credit Agreement.

        15.  Provisions Subject to Applicable Law.  All rights, powers and
remedies provided herein may be exercised only to the extent that the exercise
thereof does not violate any applicable provisions of law and are intended to
be limited to the extent necessary so that they will not render this Agreement
invalid, unenforceable or not entitled to be recorded, registered or filed
under any applicable law. If any term of this Agreement shall be held to be
invalid, illegal or unenforceable, the remainder of this Agreement and the
validity of the other terms of this Agreement shall in no way be affected
thereby.

        16.  Miscellaneous.  All warranties, covenants and agreements herein
made by Pledgor shall survive the execution and delivery of this Agreement and
any note or other instrument secured hereby, and shall bind the successors and
assigns of Pledgor, and every option, right and privilege herein reserved or
secured to the Agent or any Lender shall inure to the benefit of, and may be
exercised by, its successors and assigns. The Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in
its possession if the Agent takes such reasonable actions for that purpose as
Pledgor shall request in writing, but the Agent shall have no liability with
respect thereto so long as the Agent acts in good faith. The Agent shall have no
duty to do any act not requested by Pledgor or that the Agent deems
unreasonable with respect to the Collateral. The Agent shall not be liable,
absent gross negligence or willful misconduct on the part of the Agent, for any
failure to realize upon, or to exercise any right or power with respect to, any
Collateral, or for any delay in so doing. No modification, amendment or waiver
of any 

                                       5
   140
provision of this Agreement, or of any Loan Document, or consent to any
departure by Pledgor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Agent (but only upon having received the
written consent of the Required Lenders, as set forth in the Credit Agreement),
and such waiver or consent shall be effective only in the specific instance and
for the particular purpose for which given. No notice to or demand on Pledgor in
any case shall entitle Pledgor to any other or further notice or demand in the
same, similar or other circumstances. The headings and captions in this
Agreement are for convenience of reference only and shall in no way restrict or
modify any of the terms hereof. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all of which
together shall constitute one and the same instrument. THIS AGREEMENT IS TO BE
DELIVERED AND PERFORMED IN THE STATE OF NORTH CAROLINA AND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


                 [Remainder of page intentionally left blank.]

                                       6
   141
        IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has executed this Agreement as of the date first above written.

                                        BALDWIN TECHNOLOGY LIMITED




                                        By:
                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------



                                       7
   142
                                    EXHIBIT I

                        Form of Notice of Appointment (or
                        Revocation) of Authorized Officer

         Reference is hereby made to the Amended and Restated Revolving Credit
Agreement, dated as of December 31, 1995 (as amended or modified from time to
time, the "Credit Agreement') among BALDWIN AMERICAS CORPORATION ("BAM"),
BALDWIN TECHNOLOGY LIMITED ("BTL") (BAM and BLT being referred to collectively
as the "Borrowers"), BALDWIN TECHNOLOGY COMPANY, INC. ("Baldwin"), the Lenders
(as defined in the Credit Agreement) and NATIONSBANK, NATIONAL ASSOCIATION, as
Agent (the "Agent"). Capitalized terms used but not defined herein shall have
the respective meanings assigned thereto in the Credit Agreement.

         Each Borrower hereby nominates, constitutes and appoints each
individual named below as an Authorized Officer for all Borrowers under the Loan
Documents, and hereby represents and warrants that (i) set forth opposite each
such individual's name is a true and correct statement of the corporation in
which such individual holds office, such individual's corporate office (to which
such individual has been duly elected or appointed), a genuine specimen
signature of such individual and an address for the giving of notice, and (ii)
each such individual has been duly authorized by each Borrower to act as
Authorized Office on behalf of all of the Borrowers under the Loan Documents:



Name and                   Employer                  Corporate                  Specimen of
Address                                              Office                     Signature
                                                                       

_____________________      ____________________      ______________________     __________________________

_____________________      ____________________      ______________________     __________________________

_____________________      ____________________      ______________________     __________________________

_____________________      ____________________      ______________________     __________________________


Each Borrower hereby revokes (effective upon receipt hereof by the Agent) the
prior appointment of as an Authorized Officer.

                  This the ___ day of _____________________, 19  .

                                                BALDWIN AMERICAS CORPORATION
                                                           and
                                                BALDWIN TECHNOLOGY LIMITED

                                                By:___________________________
                                                Name:_________________________
                                                Title: Authorized Officer

                                       I-1
   143
                                 SCHEDULE 1.1-A

                             Alternative Currencies

                                1. Deutschmarks

                                2. Pounds Sterling

                                3. Japanese Yen

                                4. Dutch Gilder

                                5. Swedish Krone

   144
                                  SCHEDULE 6.1

              Incorporation, Foreign Qualification and Ownership of
            Borrowers, Borrower Subsidiaries and Baldwin Subsidiaries

   145
                                                                    SCHEDULE 6.1



                                                                                  JURISDICTION                    JURISDICTION
                                                                                OF INCORPORATION                WHERE QUALIFIED
                                                                                ----------------                ---------------
                                                                                                          
BALDWIN TECHNOLOGY COMPANY INC.                                                 Delaware                        Connecticut

A.      BALDWIN AMERICAS CORPORATION                                            Delaware                        Virginia
        1.      BALDWIN TECHNOLOGY CORPORATION                                  Connecticut                     California; Illinois

                a.      Kansa Corporation                                       Kansas                          --

        2.      ENKEL CORPORATION                                               Delaware                        Illinois
                a.      Enkel International Sales Corporation                   Illinois                        --
                b.      Enkel Foreign Sales Corporation                         U.S. Virgin Islands             --

        3.      MISOMEX OF NORTH AMERICA, INC.                                  Delaware                        Illinois

        4.      BALDWIN GRAPHIC SYSTEMS, INC.                                   Delaware                        California; 
                                                                                                                Illinois;
                                                                                                                Connecticut

B.      BALDWIN EUROPE CONSOLIDATED INC.                                        Delaware                        --

        1.      BALDWIN EUROPE CONSOLIDATED B.V.                                The Netherlands                 N.A.
                a.      Baldwin Graphic Equipment BV                            The Netherlands                 N.A.
                b.      Baldwin German Capital Holding GmbH                     Germany                         N.A.
                        (1)     Baldwin-Gegenheimer GmbH                        West Germany/Frankfurt          N.A.
                                (a)     Baldwin Gegenheimer Ltd.                United Kingdom                  N.A.

                        (2)     Baldwin Auslandsbetelligungs Holding GmbH       Germany                         N.A.
                                (a)     Baldwin Hungaria Ltd.                   Hungary                         N.A.
                                (b)     Graphics Financing Ireland              Ireland                         N.A.
                                        i)      Altosle Ireland                 Ireland                         --
                        (3)     Misomax GmbH                                    Germany                         N.A.
                        (4)     Acrotec Betelligungsgellschaft GmbH             Germany                         N.A.
                                (a)     Jimek Gralotec GmbH                     Germany                         N.A.
                                (b)     Acrotec GmbH                            Germany                         N.A.

                c.      Baldwin U.K, Holding Limited                            United Kingdom                  N.A.
                        (1)     Misomax U.K. Limited                            United Kingdom                  N.A.
                                (a)     Dale Graphics U.K. Ltd.                 United Kingdom                  N.A.
                        (2)     Misomex Engineering Limited                     United Kingdom                  N.A.
                        (3)     Acrotec U.K. Limited                            United Kingdom                  N.A.
                        (4)     IVT Graphics U.K. Limited                       United Kingdom                  N.A.


   146
                                                                    SCHEDULE 6.1


B. BALDWIN EUROPE CONSOLIDATED INC., 1 BALDWIN EUROPE CONSOLIDATED B.V. --
                                                                      CONTINUED 


         d.  B S Holding AB                         Sweden                  N.A.
             (1)  Amal AB                           Sweden                  N.A.
             (2)  Misomex AB                        Sweden                  N.A.
                  (a)  AB Eslomatic                 Sweden                  N.A.
                  (b)  Misomex Marketing AB         Sweden                  N.A.
                  (c)  Opme Oy                      Finland                 N.A.
             (3)  Acrotec AB                        Sweden                  N.A.
                  (a)  Jimek International AB       Sweden                  N.A.

         e.  Misomex Italia                         Italy                   N.A.
  
         f.  Acrotec Sarl                           France                  N.A.

     2.  BALDWIN TECHNOLOGY FRANCE S.A.             France                  N.A.

C.   BALDWIN ASIA PACIFIC CORPORATION               Delaware                 --

     1.  BALDWIN-JAPAN LTD.                         Japan                   N.A.
         a.  Baldwin Japan Trading Ltd.             Japan                   N.A.
         b.  Kansai Baldwin Sales Ltd.              Japan                   N.A.

     2.  BALDWIN PRINTING CONTROL EQUIPMENT
          (BEIJING) COMPANY, LTD.                   China                   N.A.

     3.  BALDWIN ASIA PACIFIC LTD.                  Hong Kong               N.A.
         a.  Baldwin Graphic Equipment Pty. Ltd.    Australia               N.A.
         b.  Baldwin Printing Controls Ltd.         Hong Kong               N.A.

     4.  BALDWIN ASIA PACIFIC VC LIMITED            British Virgin Islands  N.A.

D.   BALDWIN TECHNOLOGY LIMITED                     Bermuda                   --




NOTE:  Subsidiaries (as defined in the Note Agreement) are listed under their
       respective parent and are wholly owned subsidiaries of such parent 
       companies.)

        



   147
                                  SCHEDULE 6.3

                                 Actions Pending

                                      None.

   148
LOAN LIENS              BALDWIN TECHNOLOGY COMPANY, INC.         SCHEDULE 8.3(a)
                                SCHEDULE OF LIENS



                                                                RELATED
BORROWER                                LENDER                  OBLIGATION              SECURITY
- --------                                ------                  ----------              --------
                                                                               
LIENS RELATED TO CAPITAL LEASE ASSETS:

STOBB DIVISION                          IBM                     $37,235                 AS400 SYSTEM W/ATTCH.
ENKEL CORP.                             VEXEL CORP.             $954,761                LAND AND BUILDING
ACROTEC UK                              VARIOUS*                GBP52,075               THREE AUTOMOBILES
IVT GRAPHICS UK                         VARIOUS*                GBP39,513               FIVE AUTOMOBILES
BALDWIN GEGENHEIMER GMBH                VARIOUS*                DM350,832               UNDERLYING LEASED ASSETS

*PER ATTACHED LISTINGS

LIENS RELATED TO OWNED ASSETS:

KANSA CORPORATION                       CITY OF EMPORIA         $336,416                LAND AND BUILDING (IRB)
AMAL AB                                 INDUSTRIKREDIT          SEK1,698,800            FIRST PRIORITY CHARGE OVER LAND AND
                                                                                          BUILDING (SEK2,600,000)
AMAL AB                                 NUTEK                   SEK160,800              CHARGE OVER LAND AND BUILDING (SEK300,000)
                                                                                          AND FLOATING CHARGE OVER OTHER ASSETS
                                                                                          (SEK900,000)
AMAL AB                                 SE BANKEN               CHECK OVERDRAFT         CHARGE OVER LAND AND BUILDING (SEK1,600,000)
MISOMEX AB                              SE BANKEN               SEK17,900,000           FIRST PRIORITY CHARGE OVER LAND AND
                                                                                          BUILDING (SEK13,800,000) AND FIRST 
                                                                                          PRIORITY FLOATING CHARGE ON OTHER ASSETS 
                                                                                          (SEK5,000,000)
ACROTEC AB                              NORDBANKEN              SEK9,000,000            FIRST PRIORITY FLOATING CHARGE OVER ASSETS
                                                                                          EXCL. LAND AND BUILDING (SEK11,000,000)
ACROTEC GMBH                            BEYERISCHE
                                        VEREINSBANK AG          DM195,000               CERTAIN FURNITURE AND EQUIPMENT
ACROTEC SARL                            BANQUE DE PICARDIE      FFR367,000              ONE AUTOMOBILE
IVT GRAPHICS UK                         SCOTTISH AMICABLE
                                        LIFE                    GBP18,000               RETIREMENT PLAN ASSETS
MISOMEX AB                              SWEDISH GOVERNMENT      SEK100,000              FLOATING CHARGE OVER OTHER ASSETS

LIENS RELATED TO GENERAL DEBT OBLIGATIONS:

MISOMEX ENGINEERING AND MISOMEX UK      BARCLAYS BANK           GBP30,000               DEBENTURE OVER INVENTORY AND RECEIVABLES --
                                                                                          BARCLAYCARD
                                                                GBP60,000               DEBENTURE OVER INVENTORY AND RECEIVABLES --
                                                                                          CUSTOMS GUARANTEE
                                                                GBP60,000               DEBENTURE OVER INVENTORY AND RECEIVABLES --
                                                                                          LINE OF CREDIT
MISOMEX AB                              SE BANKEN               SEK8,000,000            FLOATING CHARGE OVER OTHER ASSETS (SEK
                                                                                          8,000,000) -- OVERDRAFT FACILITY
ACROTEC AB                              SE BANKEN               SEK8,000,000            FLOATING CHARGE OVER OTHER ASSETS (SEK
                                                                                          8,000,000 -- OVERDRAFT FACILITY
AMAL AB                                 SE BANKEN               SEK8,911,000            FLOATING CHARGE OVER OTHER ASSETS (SEK
                                                                                          7,100,000) -- OVERDRAFT FACILITY
                                                                DM178,665               (INCL. IN ABOVE)
ACROTEC GMBH                            BEYERISCHE
                                        VEREINSBANK AG          DM2,200,000             CERTAIN MACHINERY AND EQUIPMENT --
                                                                                          OVERDRAFT FACILITY
ACROTEC GMBH                            DEUTSCHEBANK            DM3,750,000             RECEIVABLES -- OVERDRAFT/GUARANTEE FACILITY 
ACROTEC AB                              NORDBANKEN              SEK4,500,000            FIRST PRIORITY CHARGE OVER LAND AND
                                                                                          BUILDING (SEK5,681,700) -- OVERDRAFT 
                                                                                          FACILITY


   149
BALDWIN-GEGENHEIMER GMBH                                         SCHEDULE 8.3(a)
GROSS INCL. INTEREST
LEASE OBLIGATIONS PER       NOV - 30 - 95
in DM

                     DEPRECIATION DEPRECIATION DEPRECIATION



                                                  TOTAL                   TOTAL                   TOTAL
Object                          1.rate          TO JUN 95               TO NOV 95               TO FY 96
- ----------------------------------------------------------------------------------------------------------------------
                                                                                

Maho Millngm.                   01.03.86        245.924                 245.924                 245.724
Yamazaki CNC - Vert.            15.01.87        203.439                 204.719                 205.231
Deckel CNC 102 - Vert.          01.04.87        147.711                 148.656                 149.412
Deckel Millm. 502 - Vert.       01.04.87         77.211                  77.706                  78.102
Promecan Shears                 15.11.87        137.679                 138.516                 138.516
Deckel Millngm. FP 4 M          15.11.87         90.366                  90.981                  31.104
Deckel Millngm. FP4A/T          01.01.89        239.589                 241.524                 241.911
Kern Lathe                      15.03.89        101.496                 102.176                 102.584
Amada CNC Punch                 01.02.89        508.244                 520.732                 520.732
CAD-System 1                    15.01.89        392.358                 394.993                 393.520
Mazak Lathe                     15.04.89        256.162                 257.882                 253.258
Kunz Shears                     01.05.89         21.694                  21.839                  21.984
Saw Kasto                       15.05.89         58.463                  58.853                  58.243
CAD-System 2-Plotter-CATIA      15.04.89         69.074                  68.539                  69.679
CAD-System 3-Plotter-           01.03.89        123.735                 123.750                 123.750
Electronic CAD 1                15.11.89         73.053                  73.543                  73.690
Cleaning System                 15.11.89        722.552                 223.906                 223.906
Electronic CAD 2                15.02.90          5.634                   5.674                   5.666
Infra Red Gas Analyzer          01.05.89        105.098                 105.808                 105.518
Milling Machine MAHO            15.06.90        313.842                 315.962                 318.506
Lathe WEILER                    15.06.90         93.719                  94.354                  95.116
CAD Sysem CATIA expens.         15.06.90         53.137                  53.502                  53.611
Ext. Deckel Mill. FP4A/T        01.07.90         49.224                  49.224                  49.224
EOP Hewlett Packard             15.05.90        974.734                 981.334                 987.934
Electronic CAD Oracle           15.05.90         19.732                  19.867                  19.884
Excentric Press ATP 63          01.10.90        175.635                 176.825                 178.491
Electronic Lift-Truck           01.10.90         57.156                  57.546                  56.092
CNC-Bending Machine             01.10.90        561.933                 565.748                 571.089
Furniture new building          01.10.90        148.554                 149.564                 150.978
Erw. EDP Hewlett Packard        15.03.91          2.361                   2.376                   2.301
Deckel FP 4 M                   01.01.91        100.752                 101.447                 102.420
Software Infoplan S u. S.       01.06.91        124.040                 124.885                 125.998
Software UNC                    01.06.91        160.085                 161.175                 162.483
Transformator                   01.07.91        110.487                 116.200                 124.197
Installations new building      01.07.91      1.261.708               1.345.398               1.462.563
2 CNC Machines                  01.06.91        748.005                 753.090                 759.192
2 Maho MH 500 M                 01.06.91        315.692                 317.837                 320.411
Office furniture                15.07.91        123.885                 124.745                 125.949
Software Infoplan/Furniture     04.11.91        412.504                 426.730                 430.832
Furniture new building          15.10.90        435.012                 437.967                 437.104
Hardware HP-Disks               01.01.92         45.798                  47.723                  48.108
Expansion HW HP Disk            01.08.92        132.245                 137.620                 138.695
Expansion SW INDUS              01.08.92        171.689                 177.460                 179.189
Truck                           01.07.92         15.198                  15.198                  15.198
Measuring device Balec          01.07.92         80.544                  80.169                  81.044
Office furniture                01.07.92         16.956                  17.651                  18.624
Sun protection                  01.07.92         15.780                  16.425                  17.328
Measuring device Micro MS 454   01.09.92         58.420                  60.780                  61.034
Mora 3 O                        15.10.92         43.563                  44.682                  45.123
Electronic lift truck           15.11.92         62.792                  65.167                  65.167
11 HP screens                   15.01.93         13.248                  13.798                  14.568
Office furniture                15.03.93         11.622                  12.122                  12.822
SW Fibu/KStre                   15.06.93         52.862                  54.792                  57.494
Umrollschneidmaschine           01.08.93         91.803                  97.904                 102.643
HW Upgrade/Memory exp.          15.01.94        108.456                 127.856                 131.736
Fifo. Kalkulation               15.01.94         34.272                  42.042                  45.894
HP Disk expension 2 GB          15.05.94         17.610                  17.745                  17.880
2 IBM Risk systems
  Model 6000/:                  01.08.94         37.301                  50.232                  56.927
Workstation for profit
  center                        01.06.95          3.590                  21.540                  45.605
CAD CATIA Update                15.09.95                                  8.733                  29.110
                                             ----------------------------------------------------------
TOTAL Lease Obligation                       10.344.628              10.602.135              10.461.365
                                             ==========================================================










Object                          FY 97           FY 98           FY 99           FY 2000         FY 2001    
- -----------------------------------------------------------------------------------------------------------------------
                                                                                 

Maho Millngm.
Yamazak CNC - Vert.
Deckel CNC 102 - Vert.
Deckel Millm. 502 - Vert. 
Promecan Shears
Deckel Millngm. FP 4 M
Deckel Millngm. FP4A/T
Kern Lathe
Amada CNC Punch
CAD-System 1
Mazak Lathe
Kunz Shears
Saw Kasto
CAD-System 2-Plotter-CATIA
CAD-System 3-Plotter-
Electronic CAD 1
Cleaning System
Electronic CAD 2
Infra Red Gas Analyzer
Milling Machine MAHO
Lathe WEILER
CAD Sysem CATIA expens.
Ext. Deckel Mill. FP4A/T
EOP Hewlett Packard
Electronic CAD Oracle
Excentric Press ATP 63             238             238             238
Electronic Lift-Truck               78              78              78
CNC-Bending Machine                763             763             763
Furniture new building             202             202             202
Erw. EDP Hewlett Packard
Deckel FP 4 M
Software Infoplan S u. S.
Software UNC
Transformator                   13.710          13.710          13.710          13.710          13.710
Installations new building
2 CNC Machines
2 Maho MH 500 M
Office furniture                   172             172             172
Software Infoplan/Furniture        586             586             586             586
Furniture new building             591             591             591
Hardware HP-Disks
Expansion HW HP Disk
Expansion SW INDUS                 247             247             247             247
Truck
Measuring device Balec
Office furniture
Sun protection
Measuring device Micro MS 4S4      944
Mora 3 O                            63              63              63
Electronic lift truck
11 HP screens                      110
Office furniture                   250
SW Fibu/KStre                    4.246
Umrollschneidmaschine            8.124             677
HW Upgrade/Memory exp.
Fifo. Kalkulation                4.123
HP Disk expension 2 GB
2 IBM Risk systems
  Model 6000/:                   8.512           6.684             557
Workstation for profit
  center                        28.345           6.840           6.270
CAD CATIA Update                26.292           8.724           5.556             926
                                ----------------------------------------------------------------------
TOTAL Lease Obligation          97.886          39.575          29.033          15.469          13.710
                                ======================================================================

   150
                                                                 SCHEDULE 8.3(a)

LIENS


Acrotec SARL

Lien on one automobile owned by the company securing the company's obligations
under a loan dated 08/26/94 with Banque de Picardie, as lender.


IVT Graphics UK Ltd

Lien on five automobiles (Volvo, Rover, Jaguar, Volvo and Renault) owned by
the company securing the company's obligations under a loan agreement dated
12/28/93 with VOCS Finance (Volvo), 02/21/93 with Rover Finance Ltd (Rover),
07/04/94 with Jaguar Cars Finance Ltd (Jaguar), 12/08/93 with VOCS Finance
(Volvo) and 01/23/95 with Roy Scot Trust (Renault), respectively, as lender.

Acrotec UK Ltd

Lien on three automobiles (Jaguar, BMW and Ford) owned by the company securing
the company's obligations under a loan agreement dated 10/24/94 with Jaguar
Cars Finance Ltd (Jaguar), 04/15/94 with BMW Finance (BMW), 07/03/95 with Ford
Credit (Ford) respectively, as lender.
 
   151
                                 SCHEDULE 8.3(f)

1.      Consulting Agreements, dated as of January 1, 1990, between each of
        Baldwin Europe Consolidated, Inc. ("BEC"), Baldwin Americas 
        Corporation ("BAM") and Baldwin Asia Pacific Corporation ("BAP") and 
        Polestar Ltd.

2.      Employment Agreement dated as of July 1, 1990 between BTI and Wendell
        M. Smith. 

3.      Amendment to Employment Agreement dated August 21, 1995 between BTI and
        Wendell M. Smith. 

4.      Consulting Agreement dated as of July 1, 1989 between BAP and A-Plus
        Ltd. 

5.      Employment Agreement dated as of November 16, 1988 between
        Baldwin-Japan Limited and Akira Hara. 

6.      Amendment to Employment Agreement dated August 15, 1995 between
        Baldwin-Japan Limited and Akira Hara. 

7.      Employment Agreement dated as of August 5, 1993 between BTI and Gerald
        A. Nathe.

8.      Loan and Pledge Agreement dated November 30, 1993 between BTI and
        Gerald A. Nathe. 

9.      Loan and Pledge Agreement dated March 11, 1994 between BTI and William
        J. Lauricella. 

10.     Consulting Agreement dated as of July 1, 1991 between BTI and Judith G.
        Hyers, as amended on June 1, 1993 and March 2, 1994.

11.     Letter Agreement among Judith G. Hyers, Wendell M. Smith, Akira Hara,
        William J. Lauricella, D. John Youngman and the Company dated February 
        18, 1994. 

12.     Agreement dated as of July 1, 1994 between BTI and Judith G. Hyers.

   152
                                 SCHEDULE 8.4(a)

                          Existing Junior Indebtedness

                                      None.
   153
LOAN/CL             BALDWIN TECHNOLOGY COMPANY, INC.             SCHEDULE 8.4(b)
                       SCHEDULE OF CAPITAL LEASES




                                                  RELATED
BORROWER                LENDER                  OBLIGATION              SECURITY
- --------                ------                  ----------              --------
                                                               

STOBB DIVISION          IBM                       $37,235                AS400 SYSTEM W/ATTCH.
ENKEL CORP.             VEXEL CORP.              $954,781                LAND AND BUILDING
ACROTEC UK              VARIOUS*                GBP52,075                THREE AUTOMOBILES
IVT GRAPHICS UK         VARIOUS*                GBP39,513                FIVE AUTOMOBILES
BALDWIN GEGENHEIMER
  GMBH                  VARIOUS*                DM350,832                UNDERLYING LEASED ASSETS




*PER ATTACHED LISTINGS
                
   154
                                 SCHEDULE 9.1(k)

                       Permitted Holders of More than 49%
                            Voting Control of Baldwin



     Name                                        Title
     ----                                        -----
                                              
     Wendell M. Smith                            Chairman

     Gerald A. Nathe                             President and Chief Executive Officer

     Akira Hara                                  Vice-President

     William J. Lauricella                       Chief Financial Officer and Treasurer