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Exhibit 10.1 AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT DATED FEBRUARY 4, 2004, BETWEEN
DELPHAX TECHNOLOGIES INC. AND LASALLE BUSINESS CREDIT, LLC This Amendment No. 4 (this Amendment), made and entered into as of
February 11, 2005, 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). RECITAL A. The U.S. Borrower and the U.S. Lender have entered into that certain
Loan and Security Agreement dated as of February 4, 2004, as amended by
Amendment No. 1 to Loan and Security Agreement dated as of February 24, 2004,
as amended by Amendment No. 2 to Loan and Security Agreement dated as of July
30, 2004, and as amended by Amendment No. 3 to Loan and Security Agreement
dated as of December 21, 2004 (as amended, the U.S. Loan Agreement). B. The U.S. Borrower and the U.S. Lender now desire to amend the U.S. Loan
Agreement, subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows: 1. Amendments. (a) Definitions. The U.S. Borrower and the U.S. Lender agree that
Section 1 of the U.S. Loan Agreement is hereby amended by adding
the following definitions of Applicable Margin (Revolving Loans
and Applicable Margin (Term Loans)thereto in their correct
alphabetical order: Applicable Margin (Revolving Loans)shall mean the margin
set forth below with respect to LIBOR Rate Loans and Prime
Rate Loans as in effect from time to time, as applicable;
provided, that the Applicable Margin (Revolving Loans) shall
be adjusted five (5) Business Days after receipt of
Borrowers quarterly financial statements for each year based
on Borrowers Debt Service Coverage for the 12 month period
ending on the date of calculation as shown on such financial
statements (provided that, if Borrower fails to deliver such
financial statements within the time period required by this
Agreement, the Applicable Margin (Revolving Loans) shall
conclusively be presumed to be as specified for a Debt
Service Coverage less than 1.00 to 1.00), as set forth in the
following chart:




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LIBOR
    
    
    PrimeRate
    
    
    RateDebt Service Coverage
    
    Loans
    
    
    LoansLess than 1.00:1.00
    
    
    3.75
    %
    
    
    0.75
    %Greater than or equal to 1.00:1.00 but less than 1.25:1.00
    
    
    3.50
    %
    
    
    0.50
    %Greater than or equal to 1.25:1.00
    
    
    3.25
    %
    
    
    0.25
    %
 Applicable Margin (Term Loans)shall mean the margin set
forth below with respect to LIBOR Rate Loans and Prime Rate
Loans as in effect from time to time, as applicable;
provided, that the Applicable Margin (Term Loans) shall be
adjusted five (5) Business Days after receipt of Borrowers
quarterly financial statements for each year based on
Borrowers Debt Service Coverage for the 12 month period
ending on the date of calculation as shown on such financial
statements (provided that, if Borrower fails to deliver such
financial statements within the time period required by this
Agreement, the Applicable Margin (Term Loans) shall
conclusively be presumed to be as specified for a Debt
Service Coverage less than 1.00 to 1.00), as set forth in the
following chart: LIBOR
    
    
    PrimeRate
    
    
    RateDebt Service Coverage
    
    Loans
    
    
    LoansLess than 1.00:1.00
    
    
    4.00
    %
    
    
    1.00
    %Greater than or equal to 1.00:1.00 but less than 1.25:1.00
    
    
    3.75
    %
    
    
    0.75
    %Greater than or equal to 1.25:1.00
    
    
    3.50
    %
    
    
    0.50
    %
 (b) Interest Rates. The U.S. Borrower and the U.S. Lender agree
that a section 4(a) of the U.S. Loan Agreement is hereby amended
and restated to read in its entirety as follows: (a) Interest Rate. Subject to the terms and conditions set forth below, the
Loans shall bear interest at the per annum rate of interest
set forth in subsection (i), (ii) or (iii) below: -2-




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(i) As to Revolving Loans, at the rate of one quarter
of one percent (0.25%) per annum in excess of the Prime
Rate in effect from time to time; provided, that
commencing on February 1, 2005 and until five (5)
Business Days after Borrower has delivered the
financial statements and the compliance certificate
required by Section 9(c) for the calendar month ending
June 30, 2005, Revolving Loans shall bear interest at a
rate per annum equal to the sum of (A) the Prime Rate,
plus (B) the Applicable Margin (Revolving Loans). As
to the Term Loans, at the rate of one-half of one
percent (0.50%) in excess of the Prime Rate in effect
from time to time; provided, that commencing on
February 1, 2005 and until five (5) Business Days after
Borrower has delivered the financial statements and the
compliance certificate required by Section 9(c) for the
calendar month ending June 30, 2005, the Term Loans
shall bear interest at a rate per annum equal to the
sum of (A) the Prime Rate, plus (B) the Applicable
Margin (Term Loans). All such interest shall be
payable on the last Business Day of each month in
arrears. Said rate of interest shall increase or
decrease by an amount equal to each increase or
decrease in the Prime Rate effective on the effective
date of each such change in the Prime Rate. (ii) As to Revolving Loans, at the rate of three and
one-quarter of one percent (3.25%) in excess of the
LIBOR Rate for the applicable Interest Period;
provided, that commencing on February 1, 2005 and until
five (5) Business Days after Borrower has delivered the
financial statements and the compliance certificate
required by Section 9(c) for the calendar month ending
June 30, 2005, Revolving Loans shall bear interest
during the Interest Period applicable thereto at a rate
per annum equal to the sum of (A) the LIBOR Rate for
the applicable Interest Period, plus (B) the Applicable
Margin (Revolving Loans). As to Term Loans, at the
rate of three and one-half of one percent (3.50%) in
excess of the LIBOR Rate for the applicable Interest
Period; provided, that commencing on February 1, 2005
and until five (5) Business Days after Borrower has
delivered the financial statements and the compliance
certificate required by Section 9(c) for the calendar
month ending June 30, 2005, the Term Loans shall bear
interest during the Interest Period applicable thereto
at a rate per annum equal to the sum of (A) the LIBOR
Rate for the applicable Interest Period, plus (B) the
Applicable Margin (Term Loans). Each rate in the
preceding two sentences shall remain fixed for such
Interest Period. Interest Period shall mean any
continuous period of one (1), two (2) or three (3)
months, as selected from time to time by Borrower by
irrevocable notice (in writing, by telecopy, telex,
electronic mail or cable) given to Lender not less than
three (3) Business Days prior to the first day of each
respective Interest -3-




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Period; provided that: (A) each such period occurring
after such initial period shall commence on the day on
which the immediately preceding period expires; (B) the
final Interest Period shall be such that its expiration
occurs on or before the end of the Original Term or any
Renewal Term; and (C) if for any reason Borrower shall
fail to timely select a period, then such Loans shall
continue as, or revert to, Prime Rate Loans. Interest
shall be payable on the first Business Day of each
month in arrears and on the first Business Day of such
Interest Period. (iii) Upon the occurrence of an Event of Default and
during the continuance thereof, the Loans shall bear
interest at the rate of two percent (2.0%) per annum in
excess of the interest rate otherwise payable thereon,
which interest shall be payable on demand. All
interest shall be calculated on the basis of a 360-day
year. (c)
Debt Service Coverage. The U.S. Borrower and the U.S. Lender
agree that paragraph 14(b) of the U.S. Loan Agreement is hereby
amended and restated in its entirety to read as follows: (b)
Debt Service Coverage. As of the last day of the fiscal quarter ending on or about
December 31, 2004, for the twelve (12) month period ending on
that date, Borrower shall not permit Debt Service Coverage to
be less than 1.00 to 1.00. As of the last day of the fiscal
quarter ending on or about March 31, 2005, for the twelve
(12) month period ending on that date, Borrower shall not
permit Debt Service Coverage to be less than 0.75 to 1.00.
Thereafter, as of the last day of each fiscal quarter, for
the twelve (12) month period ending on that date, Borrower
shall not permit Debt Service Coverage to be less than 1.25
to 1.00. (d)
Interest Coverage. The U.S. Borrower and the U.S. Lender agree
that paragraph 14(c) of the U.S. Loan Agreement is hereby amended
and restated in its entirety to read as follows: (c)
Interest Coverage. As of the last day of the fiscal quarter ending on or about
December 31, 2004, for the twelve (12) month period ending on
that date, Borrower shall not permit Interest Coverage to be
less than 1.50 to 1.00. As of the last day of the fiscal
quarter ending on or about March 31, 2005, for the twelve
(12) month period ending on that date, Borrower shall not
permit Interest Coverage to be less than 1.25 to 1.00.
Thereafter, as of the last day of each fiscal quarter, for
the twelve (12) month period ending on that date, Borrower
shall not permit Interest Coverage to be less than 1.50 to
1.00. -4-




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2. Conditions Precedent. The amendments contained in this Amendment shall
become effective upon delivery by the U.S. Borrower to the U.S. Lender of, and
compliance by the U.S. Borrower with, the following: (a) This Amendment, duly executed by the U.S. Borrower and the U.S.
Lender. (b) The Reaffirmation of Guarantee attached hereto, duly executed
by Delphax Technologies Canada Limited. 3. Representations and Warranties. The U.S. Borrower hereby represents
and warrants to the U.S. Lender as follows: (a) that on and as of the date hereof and after giving effect to
this Amendment there will exist no Default or Event of Default (as
defined in the U.S. Loan Agreement) under the U.S. Loan Agreement
as amended by this Amendment on such date which has not been waived
by the U.S. Lender. (b) the U.S. Borrower has the power and legal right and authority
to enter into this Amendment and any other document or instrument
to be executed by the U.S. Borrower in connection with this
Amendment (collectively, the Amendment Documents") and has duly
authorized as appropriate the execution and delivery of the
relevant Amendment Documents by proper corporate action. 4. Ratification of U.S. Loan Agreement. Except as expressly amended
hereby, the U.S. Loan Agreement is hereby ratified and confirmed by the parties
hereto and remain in full force and effect in accordance with the terms
thereof. 5. Subordinated Creditor Consent. The U.S. Borrower shall (a) undertake
its best efforts to, within 30 days of the date of this Amendment, deliver to
the U.S. Lender the Acknowledgment and Agreement of Subordinated Creditor
(collectively, the Subordinated Creditor Consent) set forth at the end of
this Amendment, duly executed by Tate Capital Partners Fund, LLC (the
Subordinated Creditor) and (b) undertake its best efforts to cause the
Subordinated Creditor to not require the U.S. Borrower to execute and deliver
any other amendments to its loan documents with the Subordinated Creditors or
to pay any fees to the Subordinated Creditor as a condition to executing its
Subordinated Creditor Consent. 6. General Release. The U.S. Borrower hereby absolutely and
unconditionally releases and forever discharges the U.S. Lender, and any and
all participants, parent corporations, subsidiary corporations, affiliated
corporations, insurers, indemnitors, successors and assigns thereof, together
with all of the present and former directors, officers, agents and employees of
any of the foregoing, from any and all claims, demands or causes of action of
any kind, nature or description, whether arising in law or equity or upon
contract or tort or under any state or federal law or otherwise, which the U.S.
Borrower has had, now has or has made claim to have against any such person for
or by reason of any act, omission, matter, cause or thing whatsoever arising
from the beginning of time to and including the date of this -5-




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Amendment, whether such claims, demands and causes of action are matured
or unmatured or known or unknown. [Remainder of this page intentionally left blank.] -6-




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above. DELPHAX TECHNOLOGIES INC.By    /s/ Jeffrey S. MathiesenTitle   VP & CFO LASALLE BUSINESS CREDIT, LLCBy        /s/ Cindy JamroziakTitle    VP




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REAFFIRMATION OF GUARANTEE Delphax Technologies Canada Limited, in its capacity as a guarantor of the
indebtedness of Delphax Technologies Inc. (the U.S. Borrower) to LaSalle
Business Credit, LLC (the U.S. Lender), pursuant to the Guarantee dated as of
February 4, 2004 (the Guarantee), hereby (i) acknowledges receipt of the
foregoing Amendment; (ii) consents to the terms and execution thereof; (iii)
reaffirms its obligations to the U.S. Lender pursuant to the terms of the
Guarantee; and (iv) acknowledges that the U.S. Lender may amend, restate,
extend, renew or otherwise modify the Loan and Security Agreement with the U.S.
Borrower and any indebtedness or agreement of the U.S. Borrower, or enter into
any agreement or extend additional or other credit accommodations to the U.S.
Borrower, without notifying or obtaining the consent of the undersigned and
without impairing the liability of the U.S. Borrower under the Guarantee. DELPHAX TECHNOLOGIES CANADA LIMITEDBy   /s/ Jeffrey S. MathiesenTitle   CFO




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ACKNOWLEDGMENT AND AGREEMENT OF SUBORDINATED CREDITOR The undersigned, a subordinated creditor of Delphax Technologies Inc. (the
U.S. Borrower) pursuant to a Subordination Agreement dated as of February 4,
2004 (the Subordination Agreement) between the undersigned and LaSalle
Business Credit, LLC (the U.S. Lender) hereby (i) acknowledges receipt of the
foregoing Amendment; (ii) consents to the terms and execution thereof; and
(iii) reaffirms its obligations to the U.S. Lender pursuant to the terms of its
Subordination Agreement. TATE CAPITAL PARTNERS FUND, LLCBy     /s/ Frank McEvoyTitle   General Partner