EXHIBIT 4.6
FORM OF
REVOLVING CREDIT NOTE
[$____________]
December 10, 2004
FOR VALUE RECEIVED, the undersigned, EMS Technologies, Inc., a Georgia
corporation (THE "BORROWER"), hereby unconditionally promises to pay to the
order of ________________________ (the "LENDER") or its registered assigns, at
the office of SunTrust Bank ("SUNTRUST") at 000 Xxxxxxxxx Xxxxxx, X.X., 00xx
Xxxxx, Xxxxxxx, Xxxxxxx 00000, on the Commitment Termination Date (as defined in
the U.S. Revolving Credit Agreement dated as of December 10, 2004 (as the same
may be amended, supplemented or otherwise modified from time to time, the
"CREDIT AGREEMENT"; capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Credit Agreement),
among the Borrower, the Lenders from time to time party thereto and SunTrust, as
Administrative Agent for the Lenders), the principal amount of ________________,
or if the outstanding principal amount of all Revolving Loans is different than
such amount, the aggregate unpaid principal amount of all Revolving Loans made
by the Lender to the Borrower pursuant to the Credit Agreement, in Dollars in
immediately available funds, and to pay interest from the date hereof on the
principal amount thereof from time to time outstanding, in like funds, at said
office, at the rate or rates per annum and payable on such dates as provided in
the Credit Agreement. In addition, should legal action or an attorney-at-law be
utilized to collect any amount due hereunder, the Borrower further
unconditionally promises to pay all costs of collection, including reasonable
attorneys' fees.
The Borrower unconditionally promises to pay interest, on demand, on any
overdue principal and, to the extent permitted by law, overdue interest from
their due dates at a rate or rates provided in the Credit Agreement.
All borrowings evidenced by this Revolving Credit Note and all payments
and prepayments of the principal hereof and the date thereof shall be endorsed
by the holder hereof on the schedule attached hereto and made a part hereof or
on a continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided, that the
failure of the holder hereof to make such a notation or any error in such
notation shall not affect the obligations of the Borrower to make the payments
of principal and interest in accordance with the terms of this Revolving Credit
Note and the Credit Agreement.
This Revolving Credit Note is issued in connection with, and is entitled
to the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for prepayment of the principal hereof prior to the maturity
hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein
specified. THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.
EMS TECHNOLOGIES,
INC.
By:
___________________________
Name:
Title:
[SEAL]
