such date is not a Business Day, the next preceding Business Day) for depositsin the relevant currency (for delivery on such date) with a term equivalent to onemonth or (ii) if such rate is not available at such time for any reason, the rateper annum determined by the applicable Administrative Agent to be the rate at whichdeposits in the relevant currency for delivery on the date of determination in sameday funds in the approximate amount of the Base Rate Loan being made, continued orconverted by Bank of America and with a term equivalent to one month would beoffered by Bank of America’s London Branch to major banks in the London interbankeurodollar market at their request at approximately 11:00 a.m. (London time) on thedate of determination.     “Formation” means Formation, Inc., a New Jersey corporation.     “Immaterial LXE Foreign Subsidiaries” means the collective reference toLXE France SARL, LXE Australia Pty, LTD. and LXE Singapore Pte Ltd.     “Lux SNC” means EMS Technologies — LXE S.e.n.c., a Luxembourgpartnership.     “Lux SNC Loan” means that certain intercompany loan by EMS to Lux SNCin the principal amount of $28,714,535, as evidenced by that certain promissory noteexecuted by Lux SNC in favor of EMS.     “LXE” means LXE Inc., a Georgia corporation.     “LXE Foreign Subsidiaries” means those certain Foreign Subsidiariesidentified on Schedule 7.16 to the Credit Agreement.     “Project Saxon Reorganization” has the meaning provided in thedefinition of “Disposition” in Section 1.01.     “UK Acquisition” means the Acquisition by UK Acquisition Company of theEquity Interests of the UK Target pursuant to the terms of that certain SharePurchase Agreement between the persons listed on Schedule 1 thereto, UK AcquisitionCompany and EMS dated November 20, 2008, as amended.     “UK Acquisition Company” means EMS Acquisition Company Limited, acompany incorporated in England and Wales.     “UK Acquisition Company Lux Loan” means the collective reference to (a)that certain intercompany loan by EMS Lux SARL to UK Acquisition Company in theprincipal amount of 19,000,000 Pounds Sterling and (b) that certain intercompanyloan by EMS Lux SARL to UK Acquisition Company in the principal amount of 5,500,000Pounds Sterling, each made in connection with the Project Saxon Reorganization.     “UK Target” means Satamatics Global Limited, a company incorporated andregistered in England and Wales.     “Unsecured Canadian Guarantors” means the collective reference to EMSLux SARL, Lux SNC, UK Acquisition Company, UK Target and each of the LXE ForeignSubsidiaries, and “Unsecured Canadian Guarantor” means any one of them.
 

 
     (b) The definition of “Base Rate” in Section 1.01 of the CreditAgreement is hereby amended to read as follows:     “Base Rate” means     (a) in the case of Domestic Revolving Loans, for any day a fluctuating rate perannum equal to the highest of (i) the Federal Funds Rate plus1/2 of 1%, (ii)the Domestic Prime Rate and (iii) the Eurodollar Base Rate plus 1.00%;     (b) in the case of Canadian Revolving Loans denominated in Canadian Dollars,for any day a fluctuating rate per annum equal to the highest of (i) the CDOR Rateplus1/2 of 1%, (ii) the Canadian Prime Rate and (iii) the Eurodollar BaseRate plus 1.00%; and     (c) in the case of Canadian Revolving Loans denominated in U.S. Dollars, forany day a fluctuating rate per annum equal to the highest of (i) the rate which theCanadian Administrative Agent in Toronto, Ontario announces from time to time as thereference rate for loans in U.S. Dollars to its Canadian borrowers, (ii) the FederalFunds Rate plus1/2 of 1% and (c) the Eurodollar Base Rate plus 1.00%.     (c) The definition of “Change of Control” in Section 1.01 of the CreditAgreement is hereby amended by deleting the period at the end of subclause (b) thereof,inserting the following text “; or” in replacement thereof and adding new subclauses (c) and(d) at the end thereof which shall read as follows:     (c) subsequent to LXE’s contribution of the Equity Interests in the LXE ForeignSubsidiaries to Lux SNC, Lux SNC shall cease to own and control, of record andbeneficially, directly or indirectly, 100% of the Voting Stock in each of the LXEForeign Subsidiaries; or     (d) EMS shall cease to own and control, of record and beneficially, directly orindirectly, 100% of the Equity Interests of the Canadian Borrower or any otherSubsidiary, except for ownership of nominal Equity Interests necessary to qualifydirectors where required by applicable law or to satisfy other requirements ofapplicable law.     (d) The definition of “Consolidated Net Income” in Section 1.01 of theCredit Agreement is hereby amended to read as follows:     “Consolidated Net Income” means, for any period, for EMS and itsSubsidiaries on a consolidated basis, the net income of EMS and its Subsidiaries forsuch period, but excluding therefrom (to the extent otherwise included therein): (a)any extraordinary gains or losses, (b) any gains or non-cash losses attributable towrite-ups or impairment of assets, (c) any equity interest of any Loan Party in theunremitted earnings of any Person that is not a Subsidiary, (d) any income of anySubsidiary of EMS which is not a Guarantor to the extent the payment of such incomein the form of dividends or other distributions to either EMS or any Subsidiary isthen prohibited, whether on account of restrictions in such Subsidiary’sorganizational documents or restrictions in any agreement, document, contract, deedor other instrument applicable to such Subsidiary and (e) any acquisition-relatedcosts in connection with any Investment or Acquisition permitted hereunder,including finder’s fees, advisory, legal, accounting, valuation or
 

 
other professional or consulting fee that are required to be expensed asincurred in accordance with Financial Accounting Standards Board Statement ofFinancial Accounting Standards No. 141(R) — *Business Combinations*, all asdetermined in accordance with GAAP.     (e) The definition of “Disposition” in Section 1.01 of the CreditAgreement is hereby amended to read as follows:     “Disposition” or “Dispose” means the sale, transfer, license,lease or other disposition (including any Sale and Leaseback Transaction) of anyproperty by EMS or any Subsidiary (including the Equity Interests of anySubsidiary), including any sale, assignment, transfer or other disposal, with orwithout recourse, of any notes or accounts receivable or any rights and claimsassociated therewith, butexcluding (a) the sale, lease, license,transfer or other disposition of inventory in the ordinary course of business, (b)the sale, lease, license, transfer or other disposition in the ordinary course ofbusiness of surplus, obsolete or worn out property no longer useful in the conductof business of EMS and its Subsidiaries, (c) any Involuntary Disposition, (d) anysale, lease, license, transfer or other disposition (i) by a Loan Party to anyDomestic Loan Party, (ii) by one Canadian Loan Party to another Canadian Loan Party(other than any Unsecured Canadian Guarantor), (iii) by any Subsidiary that is not aLoan Party to any Loan Party or any other Subsidiary that is not a Loan Party, (e)the following dispositions to be made in connection with the reorganizationdescribed in the Deloitte presentation entitled “Project Saxon” dated February 4,2009 (the “Project Saxon Reorganization”): (i) the transfer by LXE to LuxSNC of LXE’s Equity Interests in EMS Lux SARL, (ii) the transfer by EMS to Lux SNCof EMS’s Equity Interests in 990834 Ontario, (iii) the transfer by EMS to EMS LuxSARL of EMS’s Equity Interests in UK Acquisition Company and (iv) the transfer byLXE to Lux SNC of LXE’s Equity Interests in the LXE Foreign Subsidiaries and theImmaterial LXE Foreign Subsidiaries, (f) any sale by Formation on a non-recoursebasis of accounts receivable from Rockwell Collins, Inc. to Citibank, N.A. in anaggregate amount not to exceed $600,000 at any one time outstanding pursuant to theterms of a Supplier Agreement between Formation and Citibank, N.A. dated as ofSeptember 7, 2004 and (g) any transfer of cash by and among Subsidiaries of Lux SNCthrough a centralized account at LXE Netherlands B.V. pursuant to a cash poolingarrangement serviced by Bank of America, as servicer.     (f) The language preceding the proviso in the definition of “PermittedAcquisition” in Section 1.01 of the Credit Agreement is hereby amended to readas follows:     “Permitted Acquisitions” means Investments consisting of an Acquisitionby any Loan Party (other than any Unsecured Canadian Guarantor);     (g) The last three sentences of Section 6.20 of the Credit Agreement are herebyamended to read as follows:The exact legal name and state of organization of each Loan Party as of the ClosingDate is as set forth on Schedule 6.13. Set forth on Schedule6.20(b) is a list of (a) all locations in Canada where any personal property ofa Loan Party (other than any Unsecured Canadian Guarantor) is located, includingprovince or territory where located and (ii) the chief executive office in Canada,if any, of the Canadian Borrower and each Canadian Subsidiary. Except as set forthon Schedule 6.20(c), no Loan Party (other than any Unsecured CanadianGuarantor) has during the five years preceding the Closing Date (i) changed itslegal name,
 

 
(ii) changed its jurisdiction of formation, or (iii) been party to a merger,consolidation or other change in structure.(h) Section 7.01(a) of the Credit Agreement is hereby amended to read asfollows:     (a) upon the earlier of the date that is ninety (90) days after the end of eachfiscal year of EMS or the date such information is filed with the SEC, (i) aconsolidated balance sheet of EMS and its Subsidiaries as at the end of such fiscalyear, and the related consolidated statements of income or operations, changes inshareholders’ equity and cash flows for such fiscal year, setting forth in each casein comparative form the figures for the previous fiscal year, and prepared inaccordance with GAAP, audited and certified by a report and opinion of anindependent certified public accountant of nationally recognized standing reasonablyacceptable to the Required Lenders, which certification shall be prepared inaccordance with generally accepted auditing standards and shall not be subject toany “going concern” or like qualification or exception or any qualification orexception as to the scope of such audit and (ii) a consolidating balance sheet ofEMS and its Subsidiaries as at the end of such fiscal year, and the relatedconsolidating statements of income or operations, changes in shareholders’ equityand cash flows for such fiscal year, setting forth in each case in comparative formthe figures for the previous fiscal year, certified by a Responsible Officer of EMSas fairly presenting the financial condition, results of operations, shareholders’equity and cash flows of EMS and its Subsidiaries in accordance with GAAP; and     (i) Section 8.01 of the Credit Agreement is hereby amended by deleting theperiod at the end of subclause (t) thereof, inserting the following text “; and” inreplacement thereof and adding a new subclause (u) at the end thereof which shall read asfollows:     (u) Liens of Citibank, N.A. on accounts receivable from Rockwell Collinspurchased from Formation by Citibank, N.A. on a non-recourse basis in an aggregateamount not to exceed $600,000 at any one time outstanding pursuant to the terms of aSupplier Agreement between Formation and Citibank, N.A. dated as of September 7,2004.     (j) Section 8.02 of the Credit Agreement is hereby amended to read as follows:          **8.02****Investments****.**     Make any Investments, except:     (a) Investments held by EMS or such Subsidiary in the form of Cash Equivalents;     (b) Investments existing as of the Closing Date and set forth in Schedule8.02;     (c) Investments by any Domestic Loan Party in any other Domestic Loan Party;     (d) Investments by any Canadian Loan Party (other than any Domestic Guarantor)in any other Loan Party (other than any Unsecured Canadian Guarantor);
 

 
     (e) (i) Investments by any Subsidiary of EMS that is not a Loan Party in anyother Subsidiary of EMS that is not a Loan Party and (ii) Investments by anyUnsecured Canadian Guarantor in any other Unsecured Canadian Guarantor;     (f) Permitted Acquisitions;     (g) Guarantees permitted by Section 8.03;     (h) the following Investments to be made in connection with the Project SaxonReorganization: (i) the capital contribution by EMS of Euro 1,378 in Lux SNC, (ii)the Lux SNC Loan, (iii) the 1 Pound Sterling equity contribution by EMS in UKAcquisition Company, (iv) the equity contribution by LXE in Lux SNC of LXE’s EquityInterests in EMS Lux SARL, (v) the equity contribution by EMS in Lux SNC of EMS’sEquity Interests in 990834 Ontario, (vi) the 8,426,957 Pounds Sterling equitycontribution by EMS Lux SARL in UK Acquisition Company and (vii) the equitycontribution by LXE in Lux SNC of LXE’s Equity Interests in the LXE ForeignSubsidiaries and the Immaterial LXE Foreign Subsidiaries;     (i) the UK Acquisition (including EMS’s Guarantee of UK Acquisition Company’sobligations related to the UK Acquisition); provided, that both before andimmediately after giving effect to such UK Acquisition and such Guarantee, noDefault shall have occurred and be continuing;     (j) any contribution of cash by any Subsidiary of Lux SNC into a centralizedaccount at LXE Netherlands B.V. pursuant to a cash pooling arrangement serviced byBank of America, as servicer; and     (h) other Investments not exceeding US$2,500,000 in the aggregate in any fiscalyear of EMS.     (k)Section 8.03 of the Credit Agreement is hereby amended to read as follows:          **8.03Indebtedness.**     Create, incur, assume or suffer to exist any Indebtedness, except:     (a) Indebtedness under the Loan Documents;     (b) Indebtedness of EMS and itsSubsidiaries listed on Schedule 8.03;     (c) the Lux SNC Loan, the UK Acquisition Company Lux Loan and any otherintercompany Indebtedness permitted under Section 8.02;     (d) obligations (contingent or otherwise) of any Borrower existing or arisingunder any Swap Contract; provided that (i) such obligations are (or were)entered into by such Person in the ordinary course of business for the purpose ofdirectly mitigating risks associated with liabilities, commitments, investments,assets, or property held or reasonably anticipated by such Person, or changes in thevalue of securities issued by such Person, and not for purposes of speculation ortaking a “market view” and (ii) such Swap Contract does not contain any provisionexonerating the non-defaulting party from its obligation to make payments onoutstanding transactions to the defaulting party;
 

 
     (e) purchase money Indebtedness (including obligations in respect of CapitalLeases or Synthetic Leases) hereafter incurred by EMS or the Canadian Borrower tofinance the purchase of fixed assets, and renewals, refinancings and extensionsthereof; provided that (i) the total of all such Indebtedness for all suchPersons taken together shall not exceed an aggregate principal amount ofUS$2,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shallnot exceed the purchase price of the asset(s) financed; and (iii) no suchIndebtedness shall be refinanced for a principal amount in excess of the principalbalance outstanding thereon at the time of such refinancing;     (f) other unsecured Indebtedness of EMS and the Canadian Borrower not to exceedUS$5,000,000 in the aggregate at any one time outstanding;     (g) other unsecured Indebtedness of UK Acquisition Company not to exceedUS$1,000,000 in the aggregate at any one time outstanding; and     (h) secured or unsecured Indebtedness of EMS and the Canadian Borrower assumedin connection with a Permitted Acquisition so long as such Indebtedness (i) was notincurred in anticipation of or in connection with the respective PermittedAcquisition and (ii) does not exceed $10,000,000 in the aggregate at any timeoutstanding.     Notwithstanding the foregoing, neither Lux SNC, EMS Lux SARL, UK AcquisitionCompany, UK Target, nor any LXE Foreign Subsidiary shall create, incur, assume orsuffer to exist any Indebtedness other than (x) Lux SNC’s obligations under the LuxSNC Loan, (y) UK Acquisition Company’s obligations under the UK Acquisition CompanyLux Loan and (z) any Indebtedness permitted by clauses (c) and (g) above.     (l) Clause (c) in Section 8.04 of the Credit Agreement is hereby amended toread as follows:(c) any Canadian Loan Party other than the Canadian Borrower, any Domestic Guarantorand any Unsecured Canadian Guarantor may amalgamate with any other Canadian LoanParty other than the Canadian Borrower, any Domestic Guarantor or any UnsecuredCanadian Guarantor,     (m) Clause (b) in Section 8.06 of the Credit Agreement is hereby amended toread as follows:     (b) each Canadian Subsidiary may make Restricted Payments to any Canadian Loan Party(other than any Unsecured Canadian Guarantor);     (n) Section 8.06 of the Credit Agreement is hereby amended by deleting theperiod at the end of subclause (d) thereof, inserting the following text “, and” inreplacement thereof and adding a new subclause (e) at the end thereof which shall read asfollows:     (e) in connection with the Project Saxon Reorganization, 990834 Ontario maymake a Euro 15,663,210 distribution to EMS Lux SARL with proceeds received from theCAN$24,886,050 distribution made by the Canadian Borrower to 990834 Ontario.
 

 
     (o) Clauses (c) and (d) in Section 8.08 of the Credit Agreement are each herebyamended to read as follows:(c) advances of working capital from a Canadian Loan Party (other than any DomesticGuarantor) to another Canadian Loan Party (other than any Unsecured CanadianGuarantor), (d)(i) transfers of cash and assets from a Canadian Loan Party (otherthan any Domestic Guarantor) to another Canadian Loan Party (other than anyUnsecured Canadian Guarantor) and (ii) any transfers of cash by and amongSubsidiaries of Lux SNC through a centralized account of LXE Netherlands B.V.pursuant to a cash pooling arrangement serviced by Bank of America, N.A., asservicer,     (p) Section 8.11(b) of the Credit Agreement is hereby amended to read asfollows:     (b) Consolidated Leverage Ratio. Permit the Consolidated LeverageRatio as of the end of any fiscal quarter of EMS to be greater than (i) 3.5 to 1.0as of any fiscal quarter ending on or before December 31, 2008, (ii) 2.75 to 1.0 asof the end of any fiscal quarter ending during the period from March 31, 2009 to andincluding June 30, 2010, and (iii) 2.5 to 1.0 as of the end of any fiscal quarterending thereafter.     (q) Schedule 8.02 to the Credit Agreement is hereby amended to read as providedon Schedule 8.02 attached hereto.     (r) Schedule 8.03 to the Credit Agreement is hereby amended to read as providedon Schedule 8.03 attached hereto.     3. Conditions Precedent. This Agreement shall be effective upon the satisfaction ofthe following conditions precedent:     (a) receipt by the Domestic Administrative Agent of counterparts of this Agreement dulyexecuted by the Borrowers, the Guarantors, the Required Lenders, Bank of America, NationalAssociation, as Domestic Administrative Agent and Bank of America, National Association,acting through its Canada branch, as Canadian Administrative Agent;     (b) receipt by the Domestic Administrative Agent of the original promissory noteexecuted by Lux SNC in favor of EMS in connection with the Lux SNC Loan (as defined above),together with a duly executed allonge in a form satisfactory to the Domestic AdministrativeAgent;     (c) receipt by the Domestic Administrative Agent of a certificate of a ResponsibleOfficer of each Loan Party, (i) certifying that the Organization Documents of each LoanParty delivered on the Closing Date have not been amended, supplemented or otherwisemodified since the Closing Date and remain in full force and effect as of the date hereofand (ii) attaching resolutions of each Loan Party approving and adopting this Agreement, inform and substance reasonably satisfactory to the Domestic Administrative Agent, andauthorizing the execution and delivery of this Agreement and certifying that suchresolutions have not been amended, supplemented or otherwise modified and remain in fullforce and effect as of the date hereof;     (d) receipt by the Domestic Administrative Agent of favorable opinions of legal counselto the Loan Parties, addressed to the Administrative Agents and each Lender, dated as of thedate hereof, in form and substance satisfactory to the Domestic Administrative Agent; and
 

 
     (e) receipt by the Administrative Agent (i) for the account of each Lender executingthis Amendment on or before February 11, 2009, a fee of $20,000 and (ii) of any other feesand expenses owing to the Administrative Agent or BAS.     4. Lux SNC Equity. Within forty-five (45) days of the date hereof, EMS shall pledgeto the Domestic Administrative Agent 65% of the Equity Interests of Lux SNC (the “Lux SNCEquity Interests”) pursuant to a pledge agreement satisfactory to the Domestic AdministrativeAgent together with (a) favorable opinions of counsel for EMS regarding EMS’s pledge of the Lux SNCEquity Interests and (b) such other documentation reasonably requested by the DomesticAdministrative Agent necessary to perfect its security interests in the Lux SNC Equity Interests,in each case in form and substance satisfactory to the Domestic Administrative Agent. The LoanParties’ failure to comply with the terms of this Section 4 shall constitute an Event of Defaultunder the Loan Documents.     5. Guarantees. Within thirty (30) days of the date hereof, the Loan Parties shallcause EMS Lux SARL, Lux SNC, UK Acquisition Company, UK Target and each of the LXE ForeignSubsidiaries (collectively, the “Unsecured Canadian Guarantors”) to each become a CanadianGuarantor by executing and delivering to the Canadian Administrative Agent a guaranty agreementwith respect to the Canadian Obligations in form and substance satisfactory to the CanadianAdministrative Agent and deliver to the Canadian Administrative Agent documents of the typereferred to in Section 5.01(f) of the Credit Agreement and favorable opinions of counsel to suchPerson in form and substance satisfactory to the Canadian Administrative Agent. Notwithstandingany terms to the contrary contained herein or in the Loan Documents, it is understood and agreedthat none of Unsecured Canadian Guarantors shall be required to pledge any of their respectiveassets to secure the Canadian Obligations. The Loan Parties’ failure to comply with the terms ofthis Section 5 shall constitute an Event of Default under the Loan Documents.     6. 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 Agreement, (b) affirm all of their obligations under the Loan Documents and (c) agreethat this Agreement 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 Agreement.     (ii) This Agreement 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 Agreement.
 

 
     (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 Agreement 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 this Agreement by telecopy shall beeffective as an original and shall constitute a representation that an executed originalshall be delivered.     (f) **THIS AGREEMENT 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 Agreement to be duly executed anddelivered as of the date first above written.     BORROWERS:EMS TECHNOLOGIES, INC.,