EX-4.1






Exhibit 4.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of July 29, 2008 (the “Amendment”)
is entered into among EMS Technologies, Inc., a Georgia corporation (“EMS”), EMS
Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower”;
together with EMS, the “Borrowers”), the Guarantors, the Lenders party hereto, Bank of
America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of
America, National Association, acting through its Canada branch, as Canadian Administrative Agent
and Canadian L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall
have the meanings given to such terms in the Credit Agreement (as defined below).



RECITALS




     WHEREAS, the Borrowers, the Guarantors, the Lenders, Bank of America, National Association, as
Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association,
acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer entered
into that certain Credit Agreement dated as of February 29, 2008 (as amended or modified from time
to time, the “Credit Agreement”); and



     WHEREAS, EMS has requested that the Lenders amend the Credit Agreement as set forth below;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1.     Amendments. The Credit Agreement is hereby amended as follows:



          (a)     The following definition is hereby added to Section 1.01 of the Credit
Agreement to read as follows:





     “First Amendment Effective Date” means July 29, 2008.



          (b)     Clause (iv) in the definition of “Consolidated Fixed Charges” in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:





(iv) payments made with respect to the purchase, redemption, retirement, defeasance
or other acquisition of capital stock, options, warrants and related instruments of
EMS (other than the repurchases of common stock by EMS permitted by Section
8.06(e)), made or paid during such Test Period, all as determined in accordance
with GAAP.



          (c)     The second clause (c) in Section 6.05 of the Credit Agreement is hereby
re-lettered to be clause (d) of Section 6.05.




          (d)     Section 8.06 of the Credit Agreement is hereby amended by deleting the
period at the end of subclause (d) thereof, inserting the following text “; and” in
replacement thereof and adding a new subclause (e) at the end thereof which shall read as
follows:





     (e)     so long as no Default or Event of Default then exists or would result
therefrom, EMS may repurchase shares of its own common stock during the 365-day
period immediately following the First Amendment Effective Date;
provided, that the aggregate amount paid or expended in connection therewith
shall not exceed $20,000,000.



 









 







     2.     Conditions Precedent. This Amendment shall be effective upon the satisfaction of
the following conditions precedent: (a) receipt by the Domestic Administrative Agent of
counterparts of this Amendment duly executed by the Borrowers, the Guarantors, the Required
Lenders, Bank of America, National Association, as Domestic Administrative Agent and Bank of
America, National Association, acting through its Canada branch, as Canadian Administrative Agent
and (b) receipt by the Domestic Administrative Agent of any fees payable in connection with this
Amendment, including a work fee, on behalf of each Lender signing this Amendment on or before July
29, 2008, equal to $10,000.



     3.     Miscellaneous.



          (a)     The Credit Agreement, and the obligations of the Loan Parties thereunder and under
the other Loan Documents, are hereby ratified and confirmed and shall continue and remain in
full force and effect according to their terms.




          (b)     The Guarantors (a) acknowledge and consent to all of the terms and conditions of
this Amendment, (b) affirm all of their obligations under the Loan Documents and (c) agree
that this Amendment and all documents executed in connection herewith do not operate to
reduce or discharge their obligations under the Credit Agreement or the other Loan
Documents.




          (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 Parties
and constitutes each of the Loan Parties’ legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability may be
subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors’ rights generally and (ii)
general principles of equity.




     (iii)     No consent, approval, authorization or order of, or filing, registration
or qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by any Loan Party
of this Amendment.



          (d)     The Loan Parties represent and warrant to the Lenders that (i) the representations
and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in
each other Loan Document are true and correct as of the date hereof with the same effect as
if made on and as of the date hereof, except to the extent such representations and
warranties expressly relate solely to an earlier date and (ii) no event has occurred and is
continuing which constitutes a Default or an Event of Default.




          (e)     This Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the
same instrument. Delivery of an executed counterpart of this
Amendment by telecopy shall be effective as an original and shall
constitute a representation that an executed original shall be delivered.


 




          







 









          (f)     THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.




[Signature pages follow]





 









 








     Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 
	BORROWERS:  	EMS TECHNOLOGIES, INC.,

a Georgia corporation, as a Borrower and, with

respect to the Canadian Obligations, as a Guarantor

 	 
	 	By:  	/Gary B. Shell/ 	 
	 	Name:  Gary B. Shell	 
	 	Title:    Senior Vice
President &

                 Chief Financial Officer	 
	 
	 	EMS TECHNOLOGIES CANADA, LTD.,

a Canadian federal corporation, as a Borrower

 	 
	 	By:  	/Gary B. Shell/ 	 
	 	Name:  Gary B. Shell	 
	 	Title:    Chief
Financial Officer	 
	 
	DOMESTIC GUARANTORS:  	LXE INC.,

a Georgia corporation

 	 
	 	By:  	/Gary B. Shell/ 	 
	 	Name:  Gary B. Shell	 
	 	Title:    Treasurer	 
	 
	CANADIAN GUARANTORS:  	990834 ONTARIO INC.,

an Ontario corporation

 	 
	 	By:  	/Gary B. Shell/ 	 
	 	Name:  Gary B. Shell	 
	 	Title:    President	 
	 




 









 








	 	 	 	 	 
	DOMESTIC

ADMINISTRATIVE AGENT:	BANK OF AMERICA,

NATIONAL ASSOCIATION,

as Domestic Administrative Agent

 	 
	 	By:  	/Anne
M. Zoschke/ 	 
	 	Name:  Anne M. Zoschke	 
	 	Title:    Assistant
Vice President	 
	 
	CANADIAN

ADMINISTRATIVE AGENT:	BANK OF AMERICA,

NATIONAL ASSOCIATION,

acting through its Canada branch,

as Canadian Administrative Agent

 	 
	 	By:  	/Clara
McGibbon/ 	 
	 	Name:  Clara McGibbon	 
	 	Title:    Assistant
Vice President	 
	 
	DOMESTIC LENDERS:	BANK OF AMERICA,

NATIONAL ASSOCIATION,

as a Domestic Lender and Domestic L/C Issuer

 	 
	 	By:  	/Thomas
M. Paulk/ 	 
	 	Name:  Thomas M. Paulk	 
	 	Title:    Vice
President	 
	 
	 	SUNTRUST BANK,

as a Domestic Lender,

 	 
	 	By:  	/Nora
G. Bryant/ 	 
	 	Name:  Nora G. Bryant	 
	 	Title:  First Vice
President	 
	 
	 	WACHOVIA BANK, N.A.,

as a Domestic Lender,

 	 
	 	By:  	/Brian
M. Martin/ 	 
	 	Name:  Brian L. Martin	 
	 	Title:    Senior
Vice President	 
	 



 









 






	 	 	 	 	 
	CANADIAN LENDERS:	BANK OF AMERICA,

NATIONAL ASSOCIATION,

acting through its Canada branch,

as a Canadian Lender and Canadian L/C Issuer

 	 
	 	By:  	/Clara
McGibbon/ 	 
	 	Name:  Clara McGibbon	 
	 	Title:    Assistant
Vice President	 
	 
	 	SUNTRUST BANK,

as a Canadian Lender,

 	 
	 	By:  	/Nora
G. Bryant/ 	 
	 	Name:  Nora G. Bryant	 
	 	Title:    First
Vice President	 
	 
	 	WACHOVIA BANK, N.A.,

as a Canadian Lender,

 	 
	 	By:  	/Brian
L. Martin/ 	 
	 	Name:  Brian L. Martin	 
	 	Title:    Senior
Vice President