EX-4.9






Exhibit 4.9




CANADIAN PLEDGE AGREEMENT




     THIS CANADIAN PLEDGE AGREEMENT dated as of February 29, 2008 (as amended, modified, restated
or supplemented from time to time, the “Canadian Pledge Agreement”) is by and among the parties
identified as “Pledgors” on the signature pages hereto and such other parties as may become
Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the
“Pledgors”) and Bank of America, National Association, acting through its Canada branch, as
Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the
Secured Parties (defined below).



W I T N
E S S E T H




     WHEREAS, credit facilities have been established in favour of EMS Technologies, Inc., a
Georgia corporation (“EMS”) and EMS Technologies Canada, Ltd., a Canadian federal corporation (the
“Canadian Borrower” and together with EMS, the “Borrowers”), pursuant to the terms of that certain
Credit Agreement dated as of the date hereof (as amended, modified, supplemented or extended from
time to time, the “Credit Agreement”) among the Borrowers, the Guarantors from time to time party
thereto, the Lenders from time to time party thereto, 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;



     WHEREAS, this Canadian Pledge Agreement is required under the terms of the Credit Agreement;
and



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



1. DEFINITIONS




     (a) Capitalized terms used and not otherwise defined herein shall have the meanings provided
in the Credit Agreement.



     (b) As used herein, the following terms shall have the meanings given to them in the Personal
Property Security Act (Ontario) (the “PPSA”), as now enacted or as the same may from time to time
be amended, re-enacted or replaced: Accessions and Proceeds.



     (c) As used herein, the following terms shall have the meanings given to them in the
Securities Transfer Act (Ontario) (the “STA”), as now enacted or as the same may from time to time
be amended, re-enacted or replaced: Financial Asset, Securities Account, Security and Security
Entitlement.



     (d) As used herein, the following terms shall have the meanings set forth below:



 









 






“Canadian Administrative Agent” has the meaning provided in the introductory
paragraph hereof.




“Pledged Collateral” has the meaning provided in Section 2 hereof.




“Pledged Shares” has the meaning provided in Section 2 hereof.




“PPSA” has the meaning provided in Section 1 (b) hereof.




“Secured Obligations” means, without duplication, (i) all advances to, and debts,
liabilities, obligations, covenants and duties of, any Canadian Loan Party arising
under any Canadian Loan Document or otherwise with respect to any Canadian Revolving
Loan or Canadian Letter of Credit, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now existing
or hereafter arising and including interest and fees that accrue after the
commencement by or against any Canadian Loan Party of any proceeding under any
Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless
of whether such interest and fees are allowed claims in such proceeding, (ii) all
liabilities and obligations, whenever arising, owing from the Canadian Borrower or
any Canadian Loan Party that is a Canadian Subsidiary to any Canadian Lender or an
Affiliate of any Canadian Lender arising under any Swap Contract between the
Canadian Borrower or any Canadian Loan Party that is a Canadian Subsidiary and any
Canadian Lender or Affiliate of a Canadian Lender that is permitted to be incurred
pursuant to Section 8.03(d) of the Credit Agreement, (iii) all liabilities and
obligations, whenever arising, owing from the Canadian Borrower or any Canadian Loan
Party that is a Canadian Subsidiary to any Canadian Lender or an Affiliate of any
Canadian Lender arising under any Treasury Management Agreement between the Canadian
Borrower or any Canadian Loan Party that is a Canadian Subsidiary and any Canadian
Lender or an Affiliate of any Canadian Lender, in each case howsoever evidenced,
created, incurred or acquired, whether primary, secondary, direct, contingent, or
joint and several, and all obligations and liabilities incurred in connection with
collecting and enforcing the foregoing and (iv) all costs and expenses incurred in
connection with enforcement and collection of the Secured Obligations described in
the foregoing clauses (i), (ii) and (iii), including, without limitation, reasonable
legal fees and disbursements.




“Secured Parties” means, collectively, the Canadian Lenders and any other holder of
the Secured Obligations and “Secured Party” means any one of them.




“STA” has the meaning provided in Section 1(c) hereof.



2. PLEDGE AND GRANT OF SECURITY INTEREST




     To secure the prompt payment and performance in full when due, whether by lapse of time,
acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Pledgor hereby
grants, pledges and assigns to the Canadian Administrative Agent, for the benefit of the Secured
Parties, a continuing security interest in, and a right to set-off against, any and all right,
title and




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interest of such Pledgor in and to the following, whether now owned or existing or owned,
acquired, or arising hereafter, by way of amalgamation or otherwise (collectively, the “Pledged
Collateral”):





	 	(a)	 	Pledged Shares. One hundred percent (100%) (or, if less, the full
amount owned by
such Pledgor) of the issued and outstanding Equity Interests owned by such Pledgor
of each Canadian Subsidiary set forth on Schedule 2(A) attached hereto,
together
with the certificates (or other agreements or instruments), if any, representing
such
Equity Interests, and all options and other rights, contractual or otherwise, with
respect thereto (collectively, together with the Equity Interests described in
Section
2(b) and 2(c) below, the “Pledged Shares”), including, but not
limited to, the
following:






	 	(A)	 	all shares, securities, membership interests and other Equity
Interests or other property representing a dividend or other distribution on
or in respect of any of the Pledged Shares, or representing a distribution or
return of capital upon or in respect of the Pledged Shares, or resulting from
a stock split, revision, reclassification or other exchange therefor, and any
other dividends, distributions, subscriptions, warrants, cash, securities,
instruments, rights, options or other property issued to or received or
receivable by the holder of, or otherwise in respect of, the Pledged Shares;
and
	 
	 	(B)	 	without affecting the obligations of the Pledgors under any
provision prohibiting such action hereunder or under the Credit Agreement, in
the event of any amalgamation involving the issuer of any Pledged Shares, all
Equity Interests of the successor entity formed by or resulting from such
consolidation, amalgamation or merger;






	 	(b)	 	Additional Shares. One hundred percent (100%) (or, if less, the full
amount owned by such Pledgor) of the issued and outstanding Equity Interests owned by
such Pledgor of any Person that hereafter becomes a Canadian Subsidiary, including,
without limitation, the certificates (or other agreements or instruments) representing
such Equity Interests;
	 
	 	(c)	 	Proceeds. All Proceeds in respect of the foregoing and all rights and
interest of the Pledgor in respect thereof or evidenced thereby, including all money
received or receivable from time to time by the Pledgor in connection with the sale of
any of the foregoing; and
	 
	 	(d)	 	Accessions. All Accessions of any and all of the foregoing.





          Without limiting the generality of the foregoing, it is hereby specifically understood and
agreed that a Pledgor may from time to time hereafter deliver additional Equity Interests to the
Canadian Administrative Agent as collateral security for the Secured Obligations. Upon delivery to
the Canadian Administrative Agent, such additional Equity Interests shall be deemed to be part of
the Pledged Collateral of such Pledgor and shall be subject to the terms of this Canadian Pledge
Agreement whether or not Schedule 2(A) is amended to refer to such additional Equity
Interests.




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          The security interest granted hereby and all rights of any Secured Party hereunder and all
obligations of the Pledgors hereunder are unconditional and absolute and independent and separate
from any other security for the Secured Obligations, whether executed by the Pledgors or any other
person.




          This Canadian Pledge Agreement and the security interest granted hereby is granted as
collateral security only and will not subject any Secured Party to, or transfer or in any way
affect or modify, any obligation or liability of the Pledgors with respect to any of the Pledged
Collateral or any transaction in connection therewith.




          Each of the Pledgors acknowledges that the security interest hereby created attaches upon the
execution of this Canadian Pledge Agreement (or in the case of any after-acquired Pledged
Collateral, upon the date of acquisition by the Pledgors of any rights therein), that value has
been given by the Secured Parties and that the Pledgors have, or in the case of after-acquired
Pledged Collateral will have, rights in the Pledged Collateral or the power to transfer rights in
the Pledged Collateral to the Secured Parties.




3. SECURITY FOR SECURED OBLIGATIONS




     The security interest created hereby in the Pledged Collateral of each Pledgor constitutes
continuing collateral security for all of the Secured Obligations (subject to Section 23
hereof).



4. DELIVERY OF THE PLEDGED COLLATERAL




     Each Pledgor hereby agrees that:



     (a) Delivery of Certificates. Each Pledgor shall deliver to the Canadian
Administrative Agent (i) simultaneously with or promptly following the execution and delivery of
this Canadian Pledge Agreement, all certificates representing the Pledged Shares of such Pledgor
and (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates
and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Canadian
Administrative Agent, all such certificates and instruments constituting Pledged Collateral of a
Pledgor shall be held in trust by such Pledgor for the benefit of the Canadian Administrative
Agent pursuant hereto. All such certificates and instruments shall be delivered in suitable form
for transfer by delivery or shall be accompanied by duly executed instruments of transfer or
assignment in blank, substantially in the form provided in Exhibit 4(a) attached hereto.



     (b) Additional Securities. If such Pledgor shall receive (or become entitled to
receive) by virtue of its being or having been the owner of any Pledged Collateral, any (i)
certificate or instrument, including without limitation, any certificate representing a dividend
or distribution in connection with any increase or reduction of capital, reclassification,
amalgamation, sale of assets, combination of shares or membership or other Equity Interests, stock
splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right,
whether as an addition to, substitution for, conversion of, or an exchange for, any Pledged
Collateral or otherwise in respect thereof; (iii) dividends payable in securities; or (iv)
distributions of securities or other Equity Interests, cash or other property in connection with a
partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in
surplus, then such Pledgor shall accept and receive each such certificate,



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instrument, option, right, dividend or distribution in trust for the benefit of the Canadian
Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it
forthwith to the Canadian Administrative Agent in the exact form received together with any
necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the
form provided in Exhibit 4(a), to be held by the Canadian Administrative Agent as Pledged
Collateral and as further collateral security for the Secured Obligations.




     (c) Financing Statements. Each Pledgor authorizes the Canadian Administrative Agent to
file one or more financing statements (with the description of the Pledged Collateral contained
herein, including without limitation “accounts” and “other” collateral descriptions) disclosing the
Canadian Administrative Agent’s security interest in the Pledged Collateral. Each Pledgor agrees to
execute and deliver to the Canadian Administrative Agent such financing statements and other
filings as may be requested by the Canadian Administrative Agent in order to perfect and protect
the security interest created hereby in the Pledged Collateral of such Pledgor.



5. REPRESENTATIONS AND WARRANTIES




     Each Pledgor hereby represents and warrants to the Canadian Administrative Agent, for the
benefit of the Secured Parties, that so long as any of the Secured Obligations remains outstanding
and until all of the commitments relating thereto have been terminated:



     (a) Authorization of Pledged Shares. The Pledged Shares are duly authorized and
validly issued, are fully paid and nonassessable and are not subject to the preemptive rights of
any Person.



     (b) Title. Each Pledgor has good and indefeasible title to the Pledged Collateral of
such Pledgor and is the legal and beneficial owner of such Pledged Collateral free and clear of
any Lien, other than Permitted Liens. There exists no “adverse claim” within the meaning of
Section 1 of the STA with respect to the Pledged Shares of such Pledgor other than Permitted
Liens.



     (c) Exercising of Rights. The exercise by the Canadian Administrative Agent of its
rights and remedies hereunder will not violate any law or governmental regulation or any material
contractual restriction binding on or affecting a Pledgor or any of its property.



     (d) Pledgor’s Authority. No authorization, approval or action by, and no notice or
filing with any Governmental Authority or with the issuer of any Pledged Collateral or any other
Person is required either (i) for the pledge made by a Pledgor or for the granting of the security
interest by a Pledgor pursuant to this Canadian Pledge Agreement (except as have been already
obtained) or (ii) for the exercise by the Canadian Administrative Agent or the Secured Parties of
their rights and remedies hereunder (except as maybe required by the PPSA, the STA or applicable
foreign laws or laws affecting the offering and sale of securities).



     (e) Security Interest/Priority. This Canadian Pledge Agreement creates a valid
security interest in favour of the Canadian Administrative Agent for the benefit of the Secured
Parties, in the Pledged Collateral. The taking of possession by the Canadian Administrative Agent
of the certificates representing the Pledged Shares and all other certificates and instruments
constituting Pledged Collateral will perfect and establish the first priority of the Canadian
Administrative Agent’s security interest in the Pledged Shares consisting of certificated
securities of Canadian Subsidiaries



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and, when properly perfected by filing or registration, in all other Pledged Collateral represented
by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in
this Section 5(e), no action is necessary to perfect or otherwise protect such security interest.




     (f) Partnership and Membership Interests. Except as previously disclosed to the
Canadian Administrative Agent, none of the Pledged Shares consisting of partnership or limited
liability company interests (i) is dealt in or traded on a securities exchange or in a securities
market, (ii) by its terms expressly provides that it is a Security for the purposes of the STA,
(iii) is held in a Securities Account or (iv) constitutes a Financial Asset.



     (g) No Other Interests. As of the date hereof, no Pledgor owns any Equity Interests in
any Canadian Subsidiary other than as set forth on Schedule 2(A) attached hereto.



6. COVENANTS




     Each Pledgor hereby covenants, that so long as any of the Secured Obligations remain
outstanding and until all of the commitments relating thereto have been terminated, such Pledgor
shall:



     (a) Books and Records. Mark its books and records (and shall cause the issuer of the
Pledged Shares of such Pledgor to mark its books and records) to reflect the security interest
granted to the Canadian Administrative Agent, for the benefit of the Secured Parties, pursuant to
this Canadian Pledge Agreement.



     (b) Defense of Title. Warrant and defend title to and ownership of the Pledged
Collateral of such Pledgor at its own expense against the claims and demands of all other parties
claiming an interest therein, keep the Pledged Collateral free from all Liens, except for
Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged
Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement
and the other Canadian Loan Documents.



     (c) Further Assurances. Promptly execute and deliver at its expense all further
instruments and documents and take all further action that maybe necessary and desirable or that
the Canadian Administrative Agent may request in order to (i) perfect and protect the security
interest created hereby in the Pledged Collateral of such Pledgor (including, without limitation,
any and all action necessary to satisfy the Canadian Administrative Agent that the Canadian
Administrative Agent has obtained a first priority perfected security interest in all Pledged
Collateral); (ii) enable the Canadian Administrative Agent to exercise and enforce its rights and
remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise
effect the purposes of this Canadian Pledge Agreement, including, without limitation and if
requested by the Canadian Administrative Agent, delivering to the Canadian Administrative Agent
upon its request after the occurrence of an Event of Default, irrevocable proxies in respect of
the Pledged Collateral of such Pledgor.



     (d) Amendments. Not make or consent to any amendment or other modification or waiver
with respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allow
to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than
pursuant hereto or as may be permitted under the Credit Agreement.



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     (e) Compliance with Securities Laws. File all reports and other information now or
hereafter required to be filed by such Pledgor with the Ontario Securities Commission and any
other provincial, territorial, federal or foreign agency in connection with the ownership of the
Pledged Collateral of such Pledgor.



     (f) Issuance or Acquisition of Equity Interests. Not, without executing and
delivering, or causing to be executed and delivered, to the Canadian Administrative Agent such
agreements, documents and instruments as the Canadian Administrative Agent may request for the
purpose of perfecting its security interest therein, issue or acquire any Equity Interests
constituting Pledged Collateral consisting of an interest in a partnership or a limited liability
company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by
its terms expressly provides that it is a Security for the purposes of the STA, (iii) is held in a
Securities Account or (iv) constitutes a Financial Asset.



7. ADVANCES BY SECURED PARTIES




     On failure of any Pledgor to perform any of the covenants and agreements contained herein
which constitutes an Event of Default and while such Event of Default is continuing, the Canadian
Administrative Agent may, at its sole option and in its sole discretion, upon notice to the
Pledgors, perform the same and in so doing may expend such sums as the Canadian Administrative
Agent may deem advisable in the performance thereof, including, without limitation, the payment of
any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or
potential Lien, expenditures made in defending against any adverse claim and all other
expenditures that the Canadian Administrative Agent or the Secured Parties may make for the
protection of the security hereof or may be compelled to make by operation of law. All such sums
and amounts so expended shall be repayable by the Pledgors on a joint and several basis (subject
to Section 23 hereof) promptly upon timely notice thereof and demand therefor, shall constitute
additional Secured Obligations and shall bear interest from the date said amounts are expended at
the Default Rate. No such performance of any covenant or agreement by the Canadian Administrative
Agent or the Secured Parties on behalf of any Pledgor, and no such advance or expenditure
therefor, shall relieve the Pledgors of any default under the terms of this Canadian Pledge
Agreement, the other Canadian Loan Documents or any other documents relating to the Secured
Obligations. The Secured Parties may make any payment hereby authorized in accordance with any
bill, statement or estimate procured from the appropriate public office or holder of the claim to
be discharged without inquiry into the accuracy of such bill, statement or estimate or into the
validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent
such payment is being contested in good faith by a Pledgor in appropriate proceedings and against
which adequate reserves are being maintained in accordance with GAAP.



8. REMEDIES.




     (a) General Remedies. Upon the occurrence of an Event of Default and during the
continuation thereof, the Canadian Administrative Agent and the Secured Parties shall have, in
addition to the rights and remedies provided herein, in the Canadian Loan Documents, in any other
documents relating to the Secured Obligations, or by law (including, without limitation,
attachment and garnishment), the rights and remedies of a secured party under the legislation
relating to security of personal property of the jurisdiction applicable to the affected Pledged
Collateral.



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     (b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and during
the continuation thereof, without limiting the generality of this Section 8 and without notice,
the Canadian Administrative Agent may, in its sole discretion, sell or otherwise dispose of or
realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or
private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such
other terms as the Canadian Administrative Agent may deem commercially reasonable, for cash,
credit or for future delivery or otherwise in accordance with applicable law. To the extent
permitted by law, any Secured Party may in such event, bid for the purchase of such securities.
Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been
waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying
the place of any public sale or the time after which any private sale is to be made, is personally
served on or mailed, postage prepaid, to such Pledgor, in accordance with the notice provisions of
Section 11.02 of the Credit Agreement at least ten Business Days before the time of such sale. The
Canadian Administrative Agent shall not be obligated to make any sale of Pledged Collateral of
such Pledgor regardless of notice of sale having been given. The Canadian Administrative Agent may
adjourn any public or private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and place to which it was
so adjourned.



     (c) Private Sale. Upon the occurrence of an Event of Default and during the
continuation thereof, the Pledgors recognize that the Canadian Administrative Agent may be unable
or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of
the securities constituting Pledged Collateral and that the Canadian Administrative Agent may,
therefore, determine to make one or more private sales of any such Pledged Collateral to a
restricted group of purchasers who will be obligated to agree, among other things, to acquire such
Pledged Collateral for their own account, for investment and not with a view to the distribution or
resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices
and on other terms less favourable than the prices and other terms that might have been obtained at
a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to
have been made in a commercially reasonable manner and that the Canadian Administrative Agent shall
have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to
permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale
under the Securities Act (Ontario), as now enacted or as the same may from time to time be amended,
re-enacted or replaced (the “Securities Act”) or under other applicable provincial, territorial and
federal securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such
Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other
publication of general circulation in the financial community of Ottawa, Ontario (to the extent
that such offer may be advertised without prior registration under the Securities Act),
notwithstanding that such sale may not constitute a “distribution to the public” under the
Securities Act, and the Canadian Administrative Agent may, in such event, bid for the purchase of
such Pledged Collateral.



     (d) Retention of Pledged Collateral. To the extent permitted under applicable law, in
addition to the rights and remedies hereunder, upon the occurrence and during the continuance of
an Event of Default, the Canadian Administrative Agent may, after providing the notices required
by Part V of the PPSA or otherwise complying with the requirements of applicable law of the
relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in
satisfaction of the Secured Obligations. Unless and until the Canadian Administrative Agent shall
have provided such notices,



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however, the Canadian Administrative Agent shall not be deemed to have accepted or retained any
Pledged Collateral in satisfaction of any Secured Obligations for any reason.




     (e) Deficiency. In the event that the proceeds of any sale, collection or realization
are insufficient to pay all amounts to which the Canadian Administrative Agent or the Secured
Parties are legally entitled, the Pledgors shall be jointly and severally liable (subject to
Section 23 hereof) for the deficiency, together with interest thereon at the Default Rate, together
with the costs of collection and legal fees and expenses. Any surplus remaining after the full
payment and satisfaction of the Secured Obligations shall be returned to the Pledgors or to
whomsoever a court of competent jurisdiction shall determine to be entitled thereto.



9. RIGHTS OF THE CANADIAN ADMINISTRATIVE AGENT.




     (a) Power of Attorney. Each Pledgor hereby designates and appoints the Canadian
Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as
attorney-in-fact of such Pledgor, irrevocably and with power of substitution, with authority to
take any or all of the following actions upon the occurrence and during the continuation of an
Event of Default:




	 	(i)	 	to demand, collect, settle, compromise and adjust, and give
discharges and releases concerning the Pledged Collateral, all as the Canadian
Administrative Agent may deem appropriate;
	 
	 	(ii)	 	to commence and prosecute any actions at any court for the
purposes of collecting any of the Pledged Collateral and enforcing any other
right in respect thereof;
	 
	 	(iii)	 	to defend, settle or compromise any action brought and, in
connection therewith, give such discharge or release as the Canadian
Administrative Agent may deem appropriate;
	 
	 	(iv)	 	to pay or discharge taxes, liens, security interests or other
encumbrances levied or placed on or threatened against the Pledged Collateral;
	 
	 	(v)	 	to direct any parties liable for any payment in connection
with any of the Pledged Collateral to make payment of any and all monies due
and to become due thereunder directly to the Canadian Administrative Agent or
as the Canadian Administrative Agent shall direct;
	 
	 	(vi)	 	to receive payment of and receipt for any and all monies,
claims, and other amounts due and to become due at any time in respect of or
arising out of any Pledged Collateral;
	 
	 	(vii)	 	to sign and endorse any drafts, assignments, proxies, stock
powers, verifications, notices and other documents relating to the Pledged
Collateral;
	 
	 	(viii)	 	to execute and deliver all assignments, conveyances, statements, financing
statements, renewal financing statements, security and pledge agreements,





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affidavits, notices and other agreements, instruments and documents that
the Canadian Administrative Agent may deem appropriate in order to perfect
and maintain the security interests and liens granted in this Canadian
Pledge Agreement and in order to fully consummate all of the transactions
contemplated therein;




	 	(ix)	 	to exchange any of the Pledged Collateral or other property
upon any amalgamation, reorganization, recapitalization or other readjustment
of the issuer thereof and, in connection therewith, deposit any of the Pledged
Collateral with any committee, depository, transfer agent, registrar or other
designated agency upon such terms as the Canadian Administrative Agent may
deem appropriate;
	 
	 	(x)	 	to vote for a shareholder or member resolution, or to sign an
instrument in writing, sanctioning the transfer of any or all of the Pledged
Collateral into the name of the Canadian Administrative Agent or one or more
of the Secured Parties or into the name of any transferee to whom the Pledged
Collateral or any part thereof may be sold pursuant to Section 8 hereof; and
	 
	 	(xi)	 	to do and perform all such other acts and things as the
Canadian Administrative Agent may deem appropriate or convenient in connection
with the Pledged Collateral.





     This power of attorney is a power coupled with an interest and shall be irrevocable for so
long as any of the Secured Obligations shall remain outstanding and until all of the commitments
relating thereto shall have been terminated. The Canadian Administrative Agent shall be under no
duty to exercise or withhold the exercise of any of the rights, powers, privileges and options
expressly or implicitly granted to the Canadian Administrative Agent in this Canadian Pledge
Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Canadian
Administrative Agent shall not be liable for any act or omission or for any error of judgment or
any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except
acts or omissions resulting from its gross negligence or willful misconduct. This power of
attorney is conferred on the Canadian Administrative Agent solely to protect, preserve and realize
upon its security interest in the Pledged Collateral.



     (b) Assignment by the Canadian Administrative Agent. The Canadian Administrative
Agent may from time to time assign the Pledged Collateral and any portion thereof to a successor
agent in accordance with the Credit Agreement, and the assignee shall be entitled to all of the
rights and remedies of the Canadian Administrative Agent under this Canadian Pledge Agreement in
relation thereto.



     (c) The Canadian Administrative Agent’s Duty of Care. Other than the exercise of
reasonable care to assure the safe custody of the Pledged Collateral while being held by the
Canadian Administrative Agent hereunder and to account for all proceeds thereof, the Canadian
Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it
being understood and agreed that the Pledgors shall be responsible for preservation of all rights
in the Pledged Collateral, and the Canadian Administrative Agent shall be relieved of all
responsibility for



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the Pledged Collateral upon surrendering it or tendering the surrender of it to the Pledgors. The
Canadian Administrative Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded
treatment substantially equal to that which the Canadian Administrative Agent accords its own
property, which shall be no less than the treatment employed by a reasonable and prudent agent in
the industry, it being understood that the Canadian Administrative Agent shall not have
responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Pledged Collateral, whether or not the
Canadian Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking
any necessary steps to preserve rights against any parties with respect to any of the Pledged
Collateral.





	 	(d)	 	Voting Rights in Respect of the Pledged Collateral






	 	(i)	 	So long as no Event of Default shall have occurred and be
continuing, each Pledgor may exercise any and all voting and other consensual
rights pertaining to the Pledged Collateral of such Pledgor or any part thereof
for any purpose not inconsistent with the terms of this Canadian Pledge
Agreement or the Credit Agreement; and
	 
	 	(ii)	 	Upon the occurrence and during the continuance of an Event of
Default and upon notice to the applicable Pledgor from the Canadian
Administrative Agent, all rights of a Pledgor to exercise the voting and other
consensual rights that it would otherwise be entitled to exercise pursuant to
paragraph (i) of this subsection shall cease and all such rights shall
thereupon become vested in the Canadian Administrative Agent, which shall then
have the sole right to exercise such voting and other consensual rights.






	 	(e)	 	Dividend Rights in Respect of the Pledged Collateral






	 	(i)	 	So long as no Event of Default shall have occurred and be
continuing and subject to Section 4(b) hereof, each Pledgor may receive and
retain any and all dividends and distributions (other than stock dividends and
other dividends and distributions constituting Pledged Collateral addressed
hereinabove) or interest paid in respect of the Pledged Collateral to the
extent they are allowed under the Credit Agreement.
	 
	 	(ii)	 	Upon the occurrence and during the continuance of an Event of Default:






	 	(A)	 	all rights of a Pledgor to receive the
dividends, distributions and interest payments that it would otherwise
be authorized to receive and retain pursuant to paragraph (i) of this
subsection shall cease and all such rights shall thereupon be vested
in the Canadian Administrative Agent, which shall then have the sole
right to receive and hold as Pledged Collateral such dividends,
distributions and interest payments; and






11












 






	 	(B)	 	all dividends and interest payments that are
received by a Pledgor contrary to the provisions of paragraph (A) of
this subsection shall be received in trust for the benefit of the
Canadian Administrative Agent, shall be segregated from other property
or funds of such Pledgor, and shall be forthwith paid over to the
Canadian Administrative Agent as Pledged Collateral in the exact form
received, to be held by the Canadian Administrative Agent as Pledged
Collateral and as further collateral security for the Secured
Obligations.





     (f) Release of Pledged Collateral. The Canadian Administrative Agent may release any
of the Pledged Collateral from this Canadian Pledge Agreement or may substitute any of the Pledged
Collateral for other Pledged Collateral without altering, varying or diminishing in any way the
force, effect, lien, pledge or security interest of this Canadian Pledge Agreement as to any
Pledged Collateral not expressly released or substituted, and this Canadian Pledge Agreement shall
continue as a first priority lien on all Pledged Collateral not expressly released or substituted.



10. APPLICATION OF PROCEEDS




     Upon the occurrence and during the continuation of an Event of Default, any payments in
respect of the Secured Obligations and any proceeds of the Pledged Collateral, when received by
the Canadian Administrative Agent or any of the Secured Parties in cash or its equivalent, will be
applied in reduction of the Secured Obligations in the order set forth in Section 9.03 of the
Credit Agreement, and each Pledgor irrevocably waives the right to direct the application of such
payments and proceeds and acknowledges and agrees that the Canadian Administrative Agent shall
have the continuing and exclusive right to apply and reapply any and all such payments and
proceeds in the Canadian Administrative Agent’s sole discretion, notwithstanding any entry to the
contrary upon its books and records.



11. CONTINUING AGREEMENT.




     (a) This Canadian Pledge Agreement shall be a continuing agreement in every respect and shall
remain in full force and effect so long as any of the Secured Obligations remains outstanding and
until all of the commitments relating thereto have been terminated. Upon payment or other
satisfaction of all Secured Obligations and termination of all commitments relating thereto, this
Canadian Pledge Agreement shall be automatically terminated and the Canadian Administrative Agent
and the Secured Parties shall, upon the request and at the expense of the Pledgors, forthwith
release all of its liens and security interests hereunder, shall return all certificates or
instruments pledged hereunder and shall execute and deliver all PPSA termination statements,
discharges and/or other documents reasonably requested by the Pledgors evidencing such
termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall
survive termination of this Canadian Pledge Agreement.



     (b) This Canadian Pledge Agreement shall continue to be effective or be automatically
reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured
Obligations is rescinded or must otherwise be restored or returned by the Canadian Administrative
Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any



12









 




bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that
in the event payment of all or any part of the Secured Obligations is rescinded or must be
restored or returned, all costs and expenses (including, without limitation, legal fees and
disbursements) incurred by the Canadian Administrative Agent or any Secured Party in defending and
enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.




12. AMENDMENTS AND WAIVERS




     This Canadian Pledge Agreement and the provisions hereof may not be amended, waived,
modified, changed, discharged or terminated except as set forth in Section 11.01 of the Credit
Agreement.



13. SUCCESSORS IN INTEREST




     This Canadian Pledge Agreement shall create a continuing security interest in the Pledged
Collateral and shall be binding upon each Pledgor, its successors and assigns, and shall inure,
together with the rights and remedies of the Canadian Administrative Agent and the Secured Parties
hereunder, to the benefit of the Canadian Administrative Agent and the Secured Parties and their
successors and permitted assigns; provided, however, that, except as provided in the Credit
Agreement, none of the Pledgors may assign its rights or delegate its duties hereunder without the
prior written consent of the requisite Canadian Lenders under the Credit Agreement.



14. NOTICES




     All notices required or permitted to be given under this Canadian Pledge Agreement shall be
given as provided in Section 11.02 of the Credit Agreement.



15. COUNTERPARTS




     This Canadian Pledge Agreement may be executed in any number of counterparts, each of which
where so executed and delivered shall be an original, but all of which shall constitute one and the
same instrument. It shall not be necessary in making proof of this Canadian Pledge Agreement to
produce or account for more than one such counterpart.



16. HEADINGS




     The headings of the sections and subsections hereof are provided for convenience only and
shall not in any way affect the meaning or construction of any provision of this Canadian Pledge
Agreement.



17. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.




     (a) THIS CANADIAN PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.



     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS CANADIAN PLEDGE AGREEMENT OR ANY
OTHER CANADIAN COLLATERAL



13









 




DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE PROVINCE OF ONTARIO OR OF CANADA, AND BY EXECUTION AND
DELIVERY OF THIS CANADIAN PLEDGE AGREEMENT, EACH PLEDGOR AND THE CANADIAN ADMINISTRATIVE AGENT, ON
BEHALF OF ITSELF AND EACH SECURED PARTY, CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PLEDGOR AND THE CANADIAN ADMINISTRATIVE AGENT,
ON BEHALF OF ITSELF AND EACH SECURED PARTY, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF
THIS CANADIAN PLEDGE AGREEMENT OR ANY OTHER CANADIAN LOAN DOCUMENT OR OTHER DOCUMENT RELATED
THERETO. EACH PLEDGOR AND THE CANADIAN ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED
PARTY, WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY
OTHER MEANS PERMITTED BY THE LAW OF SUCH JURISDICTION.




18. WAIVER OF RIGHT TO TRIAL BY JURY.




     EACH PARTY TO THIS CANADIAN PLEDGE AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS CANADIAN PLEDGE AGREEMENT
OR ANY OTHER CANADIAN LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS CANADIAN PLEDGE AGREEMENT OR ANY
OTHER CANADIAN LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH
PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS CANADIAN PLEDGE AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.



19. SEVERABILITY




     If any provision of this Canadian Pledge Agreement is determined to be illegal, invalid or
unenforceable, such provision shall be fully severable and the remaining provisions shall remain
in full force and effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.



20. ENTIRETY




     This Canadian Pledge Agreement, the other Canadian Loan Documents and the other documents
relating to the Secured Obligations represent the entire agreement of the parties hereto and
thereto, and supersede all prior agreements and understandings, oral or written, if any, including



14









 




any commitment letters or correspondence relating to the Canadian Loan Documents, any other
documents relating to the Secured Obligations, or the transactions contemplated herein and
therein.




21. SURVIVAL




     All representations and warranties of the Pledgors hereunder shall survive the execution and
delivery of this Canadian Pledge Agreement, the other Canadian Loan Documents and the other
documents relating to the Secured Obligations, the delivery of the Notes and the extension of
credit thereunder or in connection therewith.



22. OTHER SECURITY




     To the extent that any of the Secured Obligations are now or hereafter secured by property
other than the Pledged Collateral (including, without limitation, real and other personal property
owned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then to the
maximum extent permitted by applicable law the Canadian Administrative Agent shall have the right
to proceed against such other property, guarantee or endorsement upon the occurrence and during
the continuance of any Event of Default, and the Canadian Administrative Agent shall have the
right, in its sole discretion, to determine which rights, security, liens, security interests or
remedies the Canadian Administrative Agent shall at any time pursue, relinquish, subordinate,
modify or take with respect thereto, without in any way modifying or affecting any of them or the
Secured Obligations or any of the rights of the Canadian Administrative Agent or the Secured
Parties under this Canadian Pledge Agreement, under any of the other Canadian Loan Documents or
under any other document relating to the Secured Obligations.



23. JOINT AND SEVERAL OBLIGATIONS OF PLEDGORS




     (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration
of the financial accommodation to be provided by the Secured Parties, for the mutual benefit,
directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each
of the Pledgors to accept joint and several liability for the obligations of each of them.



     (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several liability with the
other Pledgors with respect to the payment and performance of all of the Secured Obligations
arising under this Canadian Pledge Agreement, the other Canadian Loan Documents and any other
documents relating to the Secured Obligations, it being the intention of the parties hereto that
all the Secured Obligations shall be the joint and several obligations of each of the Pledgors
without preferences or distinction among them.



     (c) Notwithstanding any provision to the contrary contained herein, in any other of the
Canadian Loan Documents or in any other documents relating to the Secured Obligations, the
obligations of each Guarantor under the Credit Agreement, the other Canadian Loan Documents and
the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to
the largest amount that would not render such obligations subject to avoidance under any
applicable federal, provincial or territorial law.



15









 





[Signature Pages Follow]




16









 





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



	 	 	 	 	 	 	 
	PLEDGORS:	 	EMS TECHNOLOGIES CANADA, LTD.,	 	 
	 	 	a Canadian federal corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Don T. Scartz
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	990834 ONTARIO INC.,	 	 
	 	 	an Ontario corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Don T. Scartz	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






EMS TECHNOLOGIES, INC.

CANADIAN PLEDGE AGREEMENT




 









 





Accepted
and agreed to as of the date first above written.




BANK OF
AMERICA, NATIONAL ASSOCIATION,

acting through its Canada branch,

as Canadian Administrative Agent




	 	 	 	 	 
	By: 

Name:

	 	/s/ Medina Sales de Andrade
 

Medina Sales de Andrade
	 	 
	Title:

	 	Vice President	 	 






EMS
TECHNOLOGIES, INC.

CANADIAN PLEDGE AGREEMENT




 









 





SCHEDULE 2(A)




EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Number of	 	Certificate	 	Percentage
	Pledgor	 	Issuer	 	Shares/Units	 	Number	 	Ownership
	 
	 	 	 	 	 	 	 	 
	990834 Ontario Inc.
	 	EMS Technologies	 	200 Common shares	 	2	 	100%
	 
	 	Canada, Ltd.	 	 	 	 	 	 






 









 





EXHIBIT 4(a) 




FORM OF IRREVOCABLE STOCK POWER




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to                                                      
                                                                              
                                                                     
the following shares of capital stock of                                                             , a            
                            corporation:



	 	 	 
	Number of Shares

	 	Certificate Number





and irrevocably appoints                                                                 
               , its agent and attorney-in-fact to transfer all or any part of such capital stock and to take all necessary and
appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute
and appoint one or more persons to act for him.



DATED as
of                                                            
,        
                                  .




	 	 	 	 	 	 	 
	 	 	[HOLDER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 
	 	 
	 

	 	Title: