2.     Conditions Precedent. This Amendment shall be effective upon the satisfaction ofthe following conditions precedent: (a) receipt by the Domestic Administrative Agent ofcounterparts of this Amendment duly executed by the Borrowers, the Guarantors, the RequiredLenders, Bank of America, National Association, as Domestic Administrative Agent and Bank ofAmerica, National Association, acting through its Canada branch, as Canadian Administrative Agentand (b) receipt by the Domestic Administrative Agent of any fees payable in connection with thisAmendment, including a work fee, on behalf of each Lender signing this Amendment on or before July29, 2008, equal to $10,000.     3.     Miscellaneous.          (a)     The Credit Agreement, and the obligations of the Loan Parties thereunder and underthe other Loan Documents, are hereby ratified and confirmed and shall continue and remain infull force and effect according to their terms.          (b)     The Guarantors (a) acknowledge and consent to all of the terms and conditions ofthis Amendment, (b) affirm all of their obligations under the Loan Documents and (c) agreethat this Amendment and all documents executed in connection herewith do not operate toreduce or discharge their obligations under the Credit Agreement or the other LoanDocuments.          (c)     The Borrowers and each Guarantor hereby represent and warrant as follows:     (i)     Each Loan Party has taken all necessary action to authorize the execution,delivery and performance of this Amendment.     (ii)     This Amendment has been duly executed and delivered by the Loan Partiesand constitutes each of the Loan Parties’ legal, valid and binding obligations,enforceable in accordance with its terms, except as such enforceability may besubject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance ortransfer, moratorium or similar laws affecting creditors’ rights generally and (ii)general principles of equity.     (iii)     No consent, approval, authorization or order of, or filing, registrationor qualification with, any court or governmental authority or third party isrequired in connection with the execution, delivery or performance by any Loan Partyof this Amendment.          (d)     The Loan Parties represent and warrant to the Lenders that (i) the representationsand warranties of the Loan Parties set forth in Article VI of the Credit Agreement and ineach other Loan Document are true and correct as of the date hereof with the same effect asif made on and as of the date hereof, except to the extent such representations andwarranties expressly relate solely to an earlier date and (ii) no event has occurred and iscontinuing which constitutes a Default or an Event of Default.          (e)     This Amendment may be executed in any number of counterparts, each of which when soexecuted and delivered shall be an original, but all of which shall constitute one and thesame instrument. Delivery of an executed counterpart of thisAmendment by telecopy shall be effective as an original and shallconstitute a representation that an executed original shall be delivered.
           

 
          (f)     **THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BEGOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEWYORK.**[Signature pages follow]
 

 
     Each of the parties hereto has caused a counterpart of this Amendment to be duly executed anddelivered as of the date first above written.     BORROWERS:  EMS TECHNOLOGIES, INC.,