EXHIBIT 2.02
AMENDING AGREEMENT
THIS AGREEMENT dated effective the 28th day of November, 2005,
BETWEEN:
XXXXXXXXX, XXXXXXXXX AND ASSOCIATES LTD., a corporation existing under
the laws of Canada,
6457258 CANADA LTD., a corporation existing under the laws of Canada,
MDA SPACE INC., a corporation incorporated under the laws of Canada,
6457266 CANADA LTD., a corporation incorporated under the laws of
Canada,
EMS TECHNOLOGIES CANADA, LTD., a corporation existing under the laws
of Canada,
- and -
EMS TECHNOLOGIES, INC., a corporation existing under the laws of the
State of Georgia,
WHEREAS:
A. The parties hereto have entered into a purchase agreement made as of the
28th day of October, 2005 (the "ORIGINAL PURCHASE AGREEMENT");
B. The parties wish to amend the Original Purchase Agreement.
THIS AGREEMENT WITNESSETH THAT in consideration of the respective
covenants, agreements, representations, warranties and indemnities herein
contained and for other good and valuable consideration (the receipt and
sufficiency of which are acknowledged by each party,) the parties covenant and
agree as follows:
1. The Original Purchase Agreement is amended as follows:
(a) by deleting the definition in Section 1.1(dd) "Electronics Business"
and replacing it with the following:
"(dd) "Electronics Business" means the Space Science and Optics
business presently carried on by the Vendor at the Ottawa Premises and
managed from the Ste-Xxxx Premises;";
(b) by deleting the definition in Section 1.1(ssss) "Space Business" and
replacing it with the following:
"(ssss) "Space Business" means: (i) the business presently carried on
by the Vendor through its Space & Technology/Montreal division, which
business is carried on at or from the Vendor's Ste-Xxxx Premises and
consisting primarily of the design, manufacture and supply of space
systems, antennas and electronic products including, components for
civil, commercial and defence satellites other than the Electronics
Business; and (ii) the Search and Rescue Transponder product line
presently developed or manufactured by the Vendor at the Ste-Xxxx
Premises;";
(c) by adding the following to the end of Section 3.3(a):
"Following a review by the Space Purchaser of Schedule 37 as provided
in this Section 3.3(a) hereof, the Space Purchaser and the Vendor have
agreed as follows:
(i) with respect to the Radarsat-2 Program, approximately $500,000 in
estimated credit relating to the Alcatel subcontract are to be
removed from the estimated costs to complete as contained in
Schedule 37 and are to be reclassified as a receivable; and;
(ii) with respect to the HTV Program, if the critical design review
("CDR") for that program (currently scheduled for December 2005)
results in the customer requiring a redesign of the deliverable
items, the Vendor and the Space Purchaser will promptly and
cooperatively reassess the estimated costs to complete for that
program, and if agreed to, Schedule 37, will be amended as if it
were determined on the Closing Date, and appropriate amendments
will be made to the Closing Net Receivables to reflect that
agreement change. If, after such reassessment, the Vendor and the
Space Purchaser cannot agree on the estimated costs to complete
that program as at the Closing Date (notwithstanding that it will
be determined later), that issue will be resolved as provided
above in this Section 3.3(a)."
(d) by adding the following paragraph to Section 13.1:
"(f) the equipment leases for which Encumbrances were registered as
set forth under the heading "ENCUMBRANCES NOT TO BE ASSUMED AND TO BE
RELEASED IF APPLICABLE" on Schedule 38.";
(e) by deleting Schedule 11 and replacing it with Schedule 11 attached
hereto;
2. The Original Purchase Agreement as amended hereby is confirmed in full
force and effect.
3. This Agreement may be executed in counterparts or by facsimile, each of
which shall constitute an original and all of which taken together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the date set forth.
XXXXXXXXX, XXXXXXXXX AND ASSOCIATES LTD.
By:
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By:
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6457258 CANADA LTD.
By:
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By:
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MDA SPACE INC.
By:
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By:
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6457266 CANADA LTD.
By:
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By:
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EMS TECHNOLOGIES CANADA, LTD.
By:
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By:
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EMS TECHNOLOGIES, INC.
By:
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By:
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SCHEDULE 11
ALLOCATION OF PURCHASE PRICE
