EX-4.6






Exhibit 4.6




DOMESTIC PLEDGE AGREEMENT




     THIS DOMESTIC PLEDGE AGREEMENT dated as of February 29, 2008 (as amended, modified, restated
or supplemented from time to time, the “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, as Domestic Administrative Agent
(in such capacity, the “Domestic Administrative Agent”) for the Secured Parties
(defined below).



WITNESSETH




     WHEREAS, credit facilities have been established in favor 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 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 assigned thereto in the
UCC: Accession, Financial Asset, Proceeds and Security.



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



          “Domestic 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.





     “Secured Obligations” means, without duplication, (i) all advances to, and
debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any
Loan Document or otherwise with respect to any Loan or 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 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 any Loan Party to any Lender or an Affiliate of any Lender arising under any
Swap Contract between any Loan Party and any Lender or Affiliate of a 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 any Loan Party to any Lender
or an Affiliate of any Lender arising under any Treasury Management Agreement between any
Loan Party and any Lender or an Affiliate of any 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 attorneys’ fees and
disbursements.




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




     “UCC” means the Uniform Commercial Code as in effect from time to time in the
State of New York.



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




     (a) Pledged Shares. (i) 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 Domestic Subsidiary set forth on Schedule 2(a) attached hereto and
(ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the
issued and outstanding shares of Equity Interests entitled to vote (within the meaning of
Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%)
(or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity
Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
(“Non-Voting Equity”) owned by such Pledgor of each Foreign Subsidiary directly
owned by such Pledgor set forth on Schedule 2(a) attached hereto, in each case
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



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     (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 consolidation or merger involving the issuer of any Pledged Shares and in which
such issuer is not the surviving entity, all Equity Interests of the successor
entity formed by or resulting from such consolidation or merger.




     (b) Additional Shares. (i) 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 Domestic Subsidiary and (ii) sixty-five percent (65%) (or, if
less, the full amount owned by such Pledgor) of the Voting Equity and one hundred percent
(100%) (or, if less, the full amount owned by such Pledgor) of the Non-Voting Equity owned by
such Pledgor of any Person that hereafter becomes a Foreign Subsidiary directly owned by such
Pledgor, including, without limitation, the certificates (or other agreements or instruments)
representing such Equity Interests.




     (c) Accessions and Proceeds. All Accessions and all Proceeds 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
Domestic Administrative Agent as collateral security for the Secured Obligations. Upon delivery to
the Domestic 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 Pledge Agreement
whether or not Schedule 2(a) is amended to refer to such additional Equity Interests.



     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 Domestic Administrative Agent (i) simultaneously with or promptly following the execution and
delivery of this 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
Domestic 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 Domestic
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,
merger, consolidation, 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




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(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, instrument, option, right, dividend or distribution in trust for the benefit
of the Domestic Administrative Agent, shall segregate it from such Pledgor’s other property
and shall deliver it forthwith to the Domestic 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 Domestic Administrative Agent as Pledged Collateral and as further collateral
security for the Secured Obligations.




     (c) Financing Statements. Each Pledgor authorizes the Domestic Administrative
Agent to file one or more financing statements (with the description of the Pledged
Collateral contained herein, including without limitation “all assets” and/or “all personal
property” collateral descriptions) disclosing the Domestic Administrative Agent’s security
interest in the Pledged Collateral. Each Pledgor agrees to execute and deliver to the
Domestic Administrative Agent such financing statements and other filings as may be
requested by the Domestic 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
Domestic 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 8-102 of the UCC with respect to the Pledged Shares of such
Pledgor other than Permitted Liens.




     (c) Exercising of Rights. The exercise by the Domestic 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 Pledge Agreement
(except as have been already obtained) or (ii) for the exercise by the Domestic
Administrative Agent or the Secured Parties of their rights and remedies hereunder (except
as may be required by the UCC or applicable foreign laws or laws affecting the offering and
sale of securities).




     (e) Security Interest/Priority. This Pledge Agreement creates a valid security
interest in favor of the Domestic Administrative Agent for the benefit of the Secured
Parties, in the Pledged Collateral. The taking of possession by the Domestic 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 Domestic Administrative



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Agent’s security interest in the Pledged Shares consisting of certificated securities of
Domestic Subsidiaries 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 Domestic 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 governed
by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a
securities account or (v) constitutes a Security or a Financial Asset.




     (g) No Other Interests. As of the date hereof, no Pledgor owns any Equity
Interests in any 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 Domestic Administrative Agent, for the benefit of the Secured
Parties, pursuant to this 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 Loan Documents.




     (c) Further Assurances. Promptly execute and deliver at its expense all
further instruments and documents and take all further action that may be necessary and
desirable or that the Domestic 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 Domestic
Administrative Agent that the Domestic Administrative Agent has obtained a first priority
perfected security interest in all Pledged Collateral); (ii) enable the Domestic
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
Pledge Agreement, including, without limitation and if requested by the Domestic
Administrative Agent, delivering to the Domestic 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 United States Securities and
Exchange Commission and any other state, 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 Domestic Administrative Agent
such agreements, documents and instruments as the Domestic 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 governed by
Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities
account or (v) constitutes a Security or 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 Domestic 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 Domestic 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 Domestic 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 Domestic
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 Pledge
Agreement, the other 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 Domestic Administrative Agent and the Secured Parties shall have, in
addition to the rights and remedies provided herein, in the Loan Documents, in any other documents
relating to the Secured Obligations, or by law (including, without limitation, levy of attachment
and garnishment), the rights and remedies of a secured party under the Uniform Commercial Code of
the jurisdiction applicable to the affected Pledged Collateral.



     (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 Domestic 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 Domestic



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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 Domestic 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 Domestic 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 Domestic 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 Domestic 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 favorable 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 Domestic
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 or under applicable state 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 New York, New York (to the extent that such offer may be
advertised without prior registration under the Securities Act of 1933, as amended (the
“Securities Act”)), notwithstanding that such sale may not constitute a “public offering” under
the Securities Act, and the Domestic 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 Domestic Administrative Agent may, after providing the notices required
by Sections 9-620 and 9-621 of the UCC 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 Domestic Administrative Agent shall
have provided such notices, however, the Domestic 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 Domestic 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 attorneys’ 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.



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     9. Rights of the Domestic Administrative Agent.



     (a) Power of Attorney. Each Pledgor hereby designates and appoints the Domestic
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 Domestic 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 Domestic 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 Domestic Administrative Agent or as the Domestic 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, affidavits,
notices and other agreements, instruments and documents that the Domestic Administrative
Agent may deem appropriate in order to perfect and maintain the security interests and
liens granted in this 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 merger,
consolidation, 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
Domestic 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 Domestic 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



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     (xi) to do and perform all such other acts and things as the Domestic 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 Domestic 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 Domestic Administrative Agent in this Pledge Agreement, and
shall not be liable for any failure to do so or any delay in doing so. The Domestic 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 Domestic Administrative Agent solely to protect, preserve and realize upon its
security interest in the Pledged Collateral.



     (b) Assignment by the Domestic Administrative Agent. The Domestic 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 Domestic Administrative Agent under this Pledge Agreement in relation
thereto.



     (c) The Domestic 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
Domestic Administrative Agent hereunder and to account for all proceeds thereof, the Domestic
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 Domestic Administrative Agent shall be relieved of all
responsibility for the Pledged Collateral upon surrendering it or tendering the surrender of it to
the Pledgors. The Domestic 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 Domestic 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 Domestic 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 Domestic 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 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 Domestic 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 Domestic Administrative Agent, which shall then
have the sole right to exercise such voting and other consensual rights.



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     (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 Domestic Administrative Agent, which shall then have the
sole right to receive and hold as Pledged Collateral such dividends, distributions
and interest payments; and




     (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 Domestic Administrative Agent, shall be segregated
from other property or funds of such Pledgor, and shall be forthwith paid over to
the Domestic Administrative Agent as Pledged Collateral in the exact form received,
to be held by the Domestic Administrative Agent as Pledged Collateral and as
further collateral security for the Secured Obligations.



     (f) Release of Pledged Collateral. The Domestic Administrative Agent may release any of the
Pledged Collateral from this 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 Pledge Agreement as to any Pledged Collateral not expressly released or substituted,
and this 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 Domestic 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 Domestic Administrative Agent shall have the continuing and exclusive right to
apply and reapply any and all such payments and proceeds in the Domestic Administrative Agent’s
sole discretion, notwithstanding any entry to the contrary upon its books and records.



     11. Continuing Agreement.



     (a) This 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 Pledge
Agreement shall be automatically terminated and the Domestic 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



10









 







UCC termination statements 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 Pledge Agreement.



     (b) This 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 Domestic Administrative Agent or any
Secured Party as a preference, fraudulent conveyance or otherwise under any 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, attorneys’ fees and disbursements) incurred by the
Domestic 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 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 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 Domestic Administrative
Agent and the Secured Parties hereunder, to the benefit of the Domestic 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 Lenders under the Credit
Agreement.



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



     15. Counterparts. This 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
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 Pledge Agreement.



     17. Governing Law; Submission to Jurisdiction; Venue.



     (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.



     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF
THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND



11









 







DELIVERY OF THIS PLEDGE AGREEMENT, EACH PLEDGOR AND THE DOMESTIC 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 DOMESTIC 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
PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PLEDGOR AND THE
DOMESTIC 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 STATE.



     18. Waiver of Right to Trial by Jury.



     EACH PARTY TO THIS PLEDGE AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS PLEDGE AGREEMENT OR ANY OTHER 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 PLEDGE AGREEMENT OR ANY OTHER 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 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 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 Pledge Agreement, the other 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
any commitment letters or correspondence relating to the 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 Pledge Agreement, the other 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,




12










 




then to the maximum extent permitted by applicable law the Domestic 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 Domestic Administrative
Agent shall have the right, in its sole discretion, to determine which rights, security, liens,
security interests or remedies the Domestic 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 Domestic
Administrative Agent or the Secured Parties under this Pledge Agreement, under any of the other
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 Pledge Agreement, the other 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 Loan
Documents or in any other documents relating to the Secured Obligations, the obligations of each
Guarantor under the Credit Agreement, the other 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 Section 548 of the Bankruptcy Code or any
comparable provisions of any applicable state law.



[Signature Pages Follow]




13









 








     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:  	/s/ Don T. Scartz
 	 
	 	 	Name:  	Don T. Scartz 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	990834 ONTARIO INC.,

an Ontario corporation

 	 
	 	By:  	Don T. Scartz
 	 
	 	 	Name:  	Don T. Scartz 	 
	 	 	Title:  	President and Director 	 



EMS TECHNOLOGIES, INC.

CANADIAN PLEDGE AGREEMENT


 









 






	 	 	 	 	 



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




	 	 	 	 	 
	BANK OF AMERICA, NATIONAL ASSOCIATION, 

as Domestic Administrative Agent

 	 	 
	By:  	/s/ Anne M. Zeschke
 	 	 
	 	Name:  	Anne M. Zeschke 	 	 
	 	Title:  	Assistant Vice President 	 	 


EMS TECHNOLOGIES, INC.

DOSMESTIC PLEDGE AGREEMENT



 









 






	 	 	 	 	 



SCHEDULE 2(a)




EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage
	 	 	 	 	 	 	Number of	 	 	 	 	 	Ownership
	Pledgor	 	Issuer	 	Shares/Units	 	Certificate Number	 	Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EMS TECHNOLOGIES,
INC.
	 	LXE, INC.	 	 	2,500,000	 	 	 	2	 	 	 	100	%
	EMS TECHNOLOGIES,
INC.
	 	990834 ONTARIO INC.	 	 	65	 	 	 	4	 	 	 	65	%
	LXE INC.
	 	LXE (UK) LIMITED	 	 	325,000	 	 	 	3	 	 	 	65	%
	LXE INC.
	 	LXE BELGIUM NV	 	 	9454	 	 	 	N/A	 	 	 	65	%
	LXE INC.
	 	LXE GMBH	 	 	*	 	 	 	*	 	 	 	65	%
	LXE INC.
	 	LXE ITALIA SRL	 	 	*	 	 	 	*	 	 	 	65	%
	LXE INC.
	 	LXE SCANDANAVIA AB	 	 	23,075	 	 	 	N/A	 	 	 	65	%
	LXE INC.
	 	LXE NETHERLANDS B. V.	 	 	*	 	 	 	*	 	 	 	65	%








 




			
	*	 	To be delivered pursuant to Section 7.16 of the Credit Agreement.




 









 










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.




	 	 	 	 	 
	 	[HOLDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: