Delphax Technologies Inc Sample Contracts

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FOR IMMEDIATE RELEASE ------------------------------------------------------------------------------- NEWS RELEASE
Acquisition Agreement • January 3rd, 2002 • Check Technology Corp • Printing trades machinery & equipment

MINNEAPOLIS, DECEMBER 21, 2001 -- Check Technology Corporation (Nasdaq:CTCQ), today announced the completion of its previously disclosed acquisition of the North American assets of Delphax Systems from Xerox Corporation (NYSE:XRX) for $14 million and the assumption of certain liabilities.

EXHIBIT 10.0 CREDIT AGREEMENT DATED AS OF DECEMBER 20, 2001
Credit Agreement • January 3rd, 2002 • Check Technology Corp • Printing trades machinery & equipment • Illinois
AND WELLS FARGO BANK MINNESOTA, N.A. RIGHTS AGENT
Rights Agreement • March 22nd, 2002 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota
BETWEEN
Loan and Security Agreement • February 6th, 2004 • Delphax Technologies Inc • Printing trades machinery & equipment • Illinois
between
Credit Agreement • February 6th, 2004 • Delphax Technologies Inc • Printing trades machinery & equipment • Ontario
ARTICLE I DEFINITIONS
Registration Rights Agreement • February 6th, 2004 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota
RECITALS:
Forbearance Agreement • January 13th, 2004 • Delphax Technologies Inc • Printing trades machinery & equipment • Illinois
ARTICLE I PURCHASE AND SALE OF CONVERTIBLE SUBORDINATED NOTES
Securities Purchase Agreement • February 6th, 2004 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota
RECITAL
Loan and Security Agreement • February 25th, 2004 • Delphax Technologies Inc • Printing trades machinery & equipment
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • February 6th, 2004 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota
Delphax Systems Hereinafter called "Landlord" (Sub-Landlord) OF THE FIRST PART -AND-
Lease Agreement • December 30th, 2002 • Delphax Technologies Inc • Printing trades machinery & equipment
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • September 27th, 2002 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota
August 12, 2002
Rights Agreement • September 27th, 2002 • Delphax Technologies Inc • Printing trades machinery & equipment
GUARANTEE
Guarantee • September 13th, 2007 • Delphax Technologies Inc • Printing trades machinery & equipment

This Guarantee, dated as of September 10, 2007, is made by Delphax Technologies Inc., a Minnesota corporation (the “Guarantor”), for the benefit of Wells Fargo Financial Corporation Canada (with its participants, successors and assigns, the “Lender”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 29th, 2007 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota

This REGISTRATION RIGHTS AGREEMENT, dated as of March 26, 2007 (this "Agreement"), is made by and among Delphax Technologies Inc., a Minnesota corporation, with headquarters located at 6100 West 110th Street, Bloomington, Minnesota 55438 (the "Company"), and the investors named on the signature pages hereto (the "Investors").

Contract
Subordination Agreement • September 13th, 2007 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota

This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) dated as of September 10, 2007, by and among Whitebox Delphax, Ltd., Delphax Technologies Inc. (“US Borrower”), Wells Fargo Bank National Association, acting through its Wells Fargo Business Credit operating division (“Wells US”), Delphax Technologies Canada Limited (“Canadian Borrower”), Wells Fargo Financial Corporation Canada (“Wells Canada”) to (A) the indebtedness (including interest) owed by US Borrower pursuant to that certain Credit and Security Agreement dated as of September 10, 2007 between US Borrower and Wells US and (B) the indebtedness (including interest) owed by Canadian Borrower pursuant to that certain Credit and Security Agreement dated as of September 10, 2007 between Canadian Borrower and Wells Canada, as each such Loan and Security Agreement has been and hereafter may be a

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 13th, 2007 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota

This First Amendment (the “Amendment”) to the Securities Purchase Agreement dated March 26, 2007 (the “Securities Purchase Agreement”) by and among Delphax Technologies Inc. (“Delphax”), Delphax Technologies Canada Limited (“Delphax Canada”), and Whitebox Delphax, Ltd. (“Whitebox”) is made as of this 10th day of September 2007 by and among Delphax, Delphax Canada, and Whitebox. Capitalized terms used but not defined in this Amendment shall have the meaning set forth in the Securities Purchase Agreement.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 14th, 2006 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota

THIS AGREEMENT, dated the 16th day of June, is by and between Delphax Technologies, Inc. (“Company”), a Minnesota corporation, and Gregory S. Furness (“Executive”), a Minnesota resident.

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LEASE OF INDUSTRIAL SPACE SINGLE TENANT INDUSTRIAL PROJECT
Lease Agreement • September 20th, 2005 • Delphax Technologies Inc • Printing trades machinery & equipment
CREDIT AND SECURITY AGREEMENT BY AND BETWEEN DELPHAX TECHNOLOGIES INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION Acting through its Wells Fargo Business Credit operating division September 10, 2007
Credit and Security Agreement • September 13th, 2007 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota

DELPHAX TECHNOLOGIES INC., a Minnesota corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (as more fully defined in Article I herein, the “Lender”) acting through its Wells Fargo Business Credit operating division, hereby agree as follows:

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT DATED FEBRUARY 4, 2004, BETWEEN DELPHAX TECHNOLOGIES INC. AND LASALLE BUSINESS CREDIT, LLC AND WAIVER OF DEFAULTS
Loan and Security Agreement • December 29th, 2004 • Delphax Technologies Inc • Printing trades machinery & equipment

This Amendment No. 3 and Waiver of Defaults (this “Amendment”), made and entered into as of December 21, 2004, is by and between Delphax Technologies Inc., a Minnesota Corporation (the “U.S. Borrower”), LaSalle Business Credit, LLC, a Delaware limited liability company (the “U.S. Lender”), Delphax Technologies Canada Limited, a corporation organized under the laws of the province of Ontario (the “Canadian Borrower” and collectively with the U.S. Borrower, the “Borrowers”), and ABN Amro Bank N.V., Canada Branch, a Canadian branch of a Netherlands bank (the “Canadian Lender,” and collectively with the U.S. Lender, the “Lenders”).

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • March 5th, 2008 • Delphax Technologies Inc • Printing trades machinery & equipment

THIS FIRST AMENDMENT (this "Amendment"), dated February 28, 2008, is entered into by and between DELPHAX TECHNOLOGIES CANADA LIMITED, an Ontario corporation (the "Borrower"), and WELLS FARGO FINANCIAL CORPORATION CANADA (the "Lender").

AMENDING AGREEMENT NO. 3
Credit Agreement • May 10th, 2006 • Delphax Technologies Inc • Printing trades machinery & equipment • Ontario

WHEREAS Delphax Technologies Canada Limited (the “Borrower”) and ABN AMRO Bank N.V., Canada Branch (“Lender”) entered into a credit agreement dated as of February 4, 2004 (the “Original Credit Agreement”);

AMENDING AGREEMENT NO. 5
Amending Agreement • December 22nd, 2006 • Delphax Technologies Inc • Printing trades machinery & equipment • Ontario

WHEREAS Delphax Technologies Canada Limited (the "Borrower") and ABN AMRO Bank N.V., Canada Branch ("Lender") entered into a credit agreement dated as of February 4, 2004 (the "Original Credit Agreement");

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT DATED FEBRUARY 4, 2004, BETWEEN DELPHAX TECHNOLOGIES INC. AND LASALLE BUSINESS CREDIT, LLC
Loan and Security Agreement • December 29th, 2004 • Delphax Technologies Inc • Printing trades machinery & equipment

This Amendment No. 2 (this “Amendment”), made and entered into as of July 30, 2004, is by and between Delphax Technologies Inc., a Minnesota Corporation (the “U.S. Borrower”) and LaSalle Business Credit, LLC, a Delaware limited liability company (the “U.S. Lender”).

AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT DATED FEBRUARY 4, 2004, BETWEEN DELPHAX TECHNOLOGIES INC. AND LASALLE BUSINESS CREDIT, LLC
Loan and Security Agreement • May 10th, 2006 • Delphax Technologies Inc • Printing trades machinery & equipment

This Amendment No. 5 (this “Amendment”), made and entered into as of March 29, 2006, is by and between Delphax Technologies Inc., a Minnesota Corporation (the “U.S. Borrower”) and LaSalle Business Credit, LLC, a Delaware limited liability company (the “U.S. Lender”).

SUPPLY AND SELF MAINTENANCE AGREEMENT
Supply and Self Maintenance Agreement • December 3rd, 2008 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota

This Supply and Self Maintenance Agreement (this "Agreement") is entered into this 26th day of November, 2008 (the "Effective Date"), by and between Delphax Technologies Inc., a corporation organized under the laws of the State of Minnesota ("Delphax"), and Harland Clarke Corp., formerly known as John H. Harland Company, a corporation organized under the laws of the State of Delaware, ("Harland Clarke"). Delphax and Harland Clarke are from time to time referred to herein individually as a "Party" and collectively as the "Parties."

AMENDING AGREEMENT NO. 4 THIS AGREEMENT dated as of August 11, 2006,
Credit Agreement • August 14th, 2006 • Delphax Technologies Inc • Printing trades machinery & equipment • Ontario

WHEREAS Delphax Technologies Canada Limited (the “Borrower”) and ABN AMRO Bank N.V., Canada Branch (“Lender”) entered into a credit agreement dated as of February 4, 2004 (the “Original Credit Agreement”);

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • March 5th, 2008 • Delphax Technologies Inc • Printing trades machinery & equipment

THIS FIRST AMENDMENT (the "Amendment"), is dated as of February 28, 2008 (but is effective retroactively to December 31, 2007), and is entered into by and between DELPHAX TECHNOLOGIES INC., a Minnesota corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Lender"), acting through its Wells Fargo Business Credit operating division.

AMENDING AGREEMENT NO. 2 THIS AGREEMENT dated as of February 11, 2005,
Amending Agreement • February 14th, 2005 • Delphax Technologies Inc • Printing trades machinery & equipment • Ontario

WHEREAS Delphax Technologies Canada Limited (the “Borrower”) and ABN AMRO Bank N.V., Canada Branch (“Lender”) entered into a credit agreement dated as of February 4, 2004 (the “Original Credit Agreement”);

FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Forbearance Agreement and Third Amendment to Credit and Security Agreement • December 3rd, 2008 • Delphax Technologies Inc • Printing trades machinery & equipment

THIS FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "Agreement") is dated effective as of November 26, 2008, and is entered into by and between DELPHAX TECHNOLOGIES INC., a Minnesota corporation (the "Borrower"), and HARLAND CLARKE CORP., a Delaware Corporation (the "Lender").

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