exv4w1




Exhibit 4.1



THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT dated as of April 21, 2009 (the
“Agreement”) 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, 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 Second Amendment to Credit Agreement and Consent dated as of February 13, 2009
(the “Second Amendment”); and



     WHEREAS, EMS has requested that the Lenders amend the Credit Agreement as set forth below and
make the consents 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. Consents. The Lenders hereby (i) consent to the dissolution of Akerstroms Trux,
Inc., a Delaware corporation, (ii) agree that Satamatics, Inc. (“Satamatics”) and
Satamatics Holdings, Inc. (“Satamatics Holdings”) shall not be required to become Domestic
Loan Parties; provided that each of Satamatics and Satamatics Holdings are merged with and
into LXE on or before April 30, 2009 and (iii) agree to not require the Loan Parties to cause LXE
Italia SRL to become a Canadian Guarantor, as required by Section 5 of the Second Amendment. The
above-referenced consents are limited solely to the matters described in the preceding sentence,
and nothing contained in this Agreement shall be deemed to constitute a waiver of any rights or
remedies the Domestic Administrative Agent, the Canadian Administrative Agent or any Lender may
have under the Credit Agreement, the Loan Documents or applicable law.



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




     (a) The following definitions are hereby added to Section 1.01 of the Credit
Agreement in the appropriate alphabetical order to read as follows:




     “LXE Italia SRL” means LXE Italia SRL, a company incorporated under the
laws of Italy.



 









 






     (b) The definition of “Lux SNC Loan” in Section 1.01 of the Credit Agreement is
hereby amended to read as follows:




     “Lux SNC Loan” means that certain intercompany loan by EMS to Lux SNC
in the principal amount of $27,633,745, as evidenced by that certain promissory note
executed by Lux SNC in favor of EMS.




     (c) The definition of “Unsecured Canadian Guarantors” in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Unsecured Canadian Guarantors” means the collective reference to EMS
Lux SARL, Lux SNC, UK Acquisition Company, UK Target and each of the LXE Foreign
Subsidiaries (other than LXE Italia SRL), and “Unsecured Canadian Guarantor”
means any one of them.




     (d) A new Section 8.14 is hereby added at the end of Article VIII of the Credit
Agreement to read as follows:




     8.14 Limitations on Lux SNC.




     Permit Lux SNC to (i) hold any assets other than the Equity Interests of EMS
Lux SARL, (ii) have any liabilities (contingent or otherwise) other than (A)
liabilities under the Loan Documents and (B) liabilities under the Lux SNC Loan or
(iii) engage in any business other than (A) owing the Equity Interests of EMS Lux
SARL and activities incidental or related thereto and (B) acting as a Canadian
Guarantor hereunder.



     3. Condition Precedent. This Agreement shall be effective upon receipt by the
Domestic Administrative Agent of counterparts of this Agreement 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.



     4. Amendments to Lux SNC Organizational Documents. On or before April 30, 2009, the
Loan Parties shall cause the organizational documents of Lux SNC to be amended in a manner
reasonably satisfactory to the Domestic Administrative Agent such that (i) the Domestic
Administrative Agent is able to obtain a satisfactory lien on 65% of the Equity Interests of Lux
SNC and (ii) the authorized business activities of Lux SNC are limited in a manner consistent with
the terms of Section 8.14 of the Credit Agreement. The Loan Parties’ failure to comply
with the terms of this Section 4 shall constitute an Event of Default under the Loan Documents.



     5. 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 Agreement, (b) affirm all of their obligations under the Loan Documents and (c) agree
that this Agreement 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 Agreement.




     (ii) This Agreement 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 Agreement.




     (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 Agreement 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 Agreement by telecopy shall be
effective as an original and shall constitute a representation that an executed original
shall be delivered.




     (f) THIS AGREEMENT 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 Agreement 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:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	EMS TECHNOLOGIES CANADA, LTD.,	 	 
	 

	 	a Canadian federal corporation, as a Borrower	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	DOMESTIC GUARANTORS:

	 	LXE INC.,	 	 
	 

	 	a Georgia corporation	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	FORMATION, INC.,	 	 
	 

	 	a New Jersey corporation	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	ADVANCED INTEGRATED RECORDERS, INC., a 

Delaware corporation	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	CANADIAN GUARANTORS:

	 	990834 ONTARIO INC.,	 	 
	 

	 	an Ontario corporation	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






EMS TECHNOLOGIES, INC. AND EMS TECHNOLOGIES CANADA, LTD.

THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT




 









 





	 	 	 	 	 
	 

	 	EMS HOLDINGS S.À.R.L.,	 	 
	 

	 	a Luxembourg private limited liability company	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	EMS TECHNOLOGIES — LXE S.E.N.C.,	 	 
	 

	 	a Luxembourg general corporate partnership	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	LXE (UK) LTD.,	 	 
	 

	 	a company incorporated in England and Wales	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	EMS ACQUISITION COMPANY LIMITED,	 	 
	 

	 	a company incorporated in England and Wales	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	SATAMATICS GLOBAL LIMITED,	 	 
	 

	 	a company incorporated in England and Wales	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	LXE GMBH,	 	 
	 

	 	a limited liability company organized under the laws 

of Germany	 	 
	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	LXE BELGIUM NV,	 	 
	 

	 	a company incorporated and existing under the laws 

of Belgium	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






EMS TECHNOLOGIES, INC. AND EMS TECHNOLOGIES CANADA, LTD.

THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT





 









 








	 	 	 	 	 
	 

	 	LXE NETHERLANDS BV,	 	 
	 

	 	a private company with limited liability

organized under the laws of the Netherlands	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	LXE NORDICS AB,	 	 
	 

	 	a Swedish corporation	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	AKERSTRÖMS TRUX AB,	 	 
	 

	 	a Swedish corporation	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






EMS TECHNOLOGIES, INC. AND EMS TECHNOLOGIES CANADA, LTD.

THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT







 









 








	 	 	 	 	 
	DOMESTIC ADMINISTRATIVE AGENT:

	 	BANK OF AMERICA,

NATIONAL ASSOCIATION,	 	 
	 

	 	as Domestic Administrative Agent	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	CANADIAN ADMINISTRATIVE AGENT:

	 	BANK OF AMERICA,

NATIONAL ASSOCIATION,	 	 
	 

	 	acting through its Canada branch,

as Canadian Administrative Agent	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	DOMESTIC LENDERS:

	 	BANK OF AMERICA,

NATIONAL ASSOCIATION,	 	 
	 

	 	as a Domestic Lender and Domestic L/C Issuer	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	SUNTRUST BANK,	 	 
	 

	 	as a Domestic Lender,	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	WACHOVIA BANK, N.A.,	 	 
	 

	 	as a Domestic Lender,	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






EMS TECHNOLOGIES, INC. AND EMS TECHNOLOGIES CANADA, LTD.

THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT








 









 








	 	 	 	 	 
	CANADIAN LENDERS:

	 	BANK OF AMERICA,

NATIONAL ASSOCIATION,	 	 
	 

	 	acting through its Canada branch, 

as a Canadian Lender and Canadian L/C Issuer	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	SUNTRUST BANK,	 	 
	 

	 	as a Canadian Lender,	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	WACHOVIA BANK, N.A.,	 	 
	 

	 	as a Canadian Lender,	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






EMS TECHNOLOGIES, INC. AND EMS TECHNOLOGIES CANADA, LTD.

THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT