Exhibit 4.1





Exhibit 4.1




WAIVER AGREEMENT




THIS WAIVER AGREEMENT dated as of March 31, 2010 (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”);



WHEREAS, the Borrowers have requested that the Lenders waive the Event of Default under
Section 9.01(b) of the Credit Agreement arising from EMS’s repurchase of approximately
$250,000 of its common stock during the fiscal quarter ended December 31, 2009, in violation of the
terms of Section 8.06 of the Credit Agreement (the “Existing Event of Default”);
and



WHEREAS, the Lenders are willing to waive the Existing Event of Default subject to the terms
and conditions 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. Waiver. Subject to the other terms and conditions of this Agreement, the
Administrative Agents and the Lenders hereby waive the Existing Event of Default. The above shall
not modify or affect the Loan Parties’ obligations to comply fully with the terms of Section
8.06 of the Credit Agreement or any other duty, term, condition or covenant contained in the
Credit Agreement or any other Loan Document in the future. The waiver is limited solely to the
Existing Event of Default, and nothing contained in this Agreement shall be deemed to constitute a
waiver of any other rights or remedies any Administrative Agent or any Lender may have under the
Credit Agreement or any other Loan Documents or under applicable law.



2. 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.




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 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:  	 	 
	 
	 	EMS DEFENSE TECHNOLOGIES, INC.,

a Georgia corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EMS
TECHNOLOGIES

WAIVER AGREEMENT



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	CANADIAN GUARANTORS: 	 990834 ONTARIO INC.,

an Ontario corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	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:  	 	 



EMS
TECHNOLOGIES

WAIVER AGREEMENT




 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	LXE BELGIUM NV,

a company incorporated and existing under the laws

of Belgium

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	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

WAIVER AGREEMENT




 


 









 







	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:  	 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

(successor-by-merger to Wachovia Bank, National

Association),

as a Domestic Lender,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


EMS
TECHNOLOGIES

WAIVER AGREEMENT




 


 









 





	 	 	 	 	 



	 	 	 	 	 
	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:  	 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

(successor-by-merger to Wachovia Bank, National

Association),

as a Canadian Lender,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EMS
TECHNOLOGIES

WAIVER AGREEMENT