DOMESTIC REVOLVING NOTE
Exhibit 4.5
February 29, 2008
FOR VALUE RECEIVED, EMS Technologies, Inc., a Georgia corporation
(“EMS”), hereby promises to pay
to Bank of America, National Association or registered assigns (the
“Domestic Lender”), in
accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal
amount of each Domestic Revolving Loan from time to time made by the Domestic Lender to EMS under
that certain Credit Agreement dated as of February 29, 2008 (as amended, modified, supplemented or
extended from time to time, the “Credit Agreement’) among EMS, EMS Technologies Canada, Ltd,, a
Canadian federal corporation (the Canadian Borrower’), 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.
Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit
Agreement.
EMS promises to pay interest on the unpaid principal amount of each Domestic Revolving Loan from
the date of such Domestic Revolving Loan until such principal amount is paid in full, at such
interest rates and at such times as provided in the Credit Agreement. All payments of principal and
interest shall be made to the Domestic Administrative Agent for the account of the Domestic Lender
in U.S. Dollars in immediately available funds at the Domestic Administrative Agent’s Office. If
any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be
paid upon demand, from the due date thereof until the date of actual
payment (and before as well as
after judgment) computed at the per annum rate set forth in the Credit Agreement.
This Domestic Revolving Note is one of the Domestic Revolving Notes referred to in the Credit
Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to
the terms and conditions provided therein. Upon the occurrence and continuation of one or more of
the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this
Domestic Revolving Note shall become, or may be declared to be, immediately due and payable all as
provided in the Credit Agreement, Domestic Revolving Loans made by the Domestic Lender shall be
evidenced by one or more loan accounts or records maintained by the Domestic Lender in the ordinary
course of business. The Domestic Lender may also attach schedules to this Domestic Revolving Note
and endorse thereon the date, amount and maturity of its Domestic Revolving Loans and payments with
respect thereto.
EMS, for itself, its successors and assigns, hereby waives diligence, presentment, protest and
demand and notice of protest, demand, dishonor and nonpayment of this
Domestic Revolving Note.
THIS DOMESTIC REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
| EMS TECHNOLOGIES, INC., a Georgia corporation |
||||
| By: | /s/ Xxx X. Xxxxxx | |||
| Name: | ||||
| Title: | ||||
February 29, 2008
FOR VALUE RECEIVED, EMS Technologies, Inc., a Georgia corporation
(“EMS”), hereby promises to
pay to Wachovia Bank, N.A. or registered assigns (the
“Domestic Lender”), in accordance with the
provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Domestic
Revolving Loan from time to time made by the Domestic Lender to EMS under that certain Credit
Agreement dated as of February 29, 2008 (as amended, modified, supplemented or extended from time to
time, the “Credit Agreement’) among EMS, EMS
Technologies Canada, Ltd., a Canadian federal corporation (the
“Canadian Borrower”), the
Guarantors from time to time partly 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. Capitalized terms used but not otherwise defined herein have the meanings
provided in the Credit Agreement.
EMS promises to pay interest on the unpaid principal amount of each Domestic Revolving Loan from
the date of such Domestic Revolving Loan until such principal amount is paid in full, at such
interest rates and at such times as provided in the Credit Agreement, All payments of principal and
interest shall be made to the Domestic Administrative Agent for the account of the Domestic Lender
in U.S. Dollars in immediately available funds at the Domestic Administrative Agent’s Office. If
any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be
paid upon demand, from the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Credit Agreement.
This Domestic Revolving Note is one of the Domestic Revolving Notes referred to in the Credit
Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to
the terms and conditions provided therein. Upon the occurrence and continuation of one or more of
the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this
Domestic Revolving Note shall become, or may be declared to be, immediately due and payable all as
provided in the Credit Agreement. Domestic Revolving Loans made by the Domestic Lender shall be
evidenced by one or more loan accounts or records maintained by the Domestic Lender in the ordinary
course of business. The Domestic Lender may also attach schedules to this Domestic Revolving Note
and endorse thereon the date, amount and maturity of its Domestic Revolving Loans and payments with
respect thereto.
EMS, for itself, its successors and assigns, hereby waives diligence, presentment, protest
and demand and notice of protest, demand, dishonor and nonpayment of this Domestic Revolving Note.
THIS DOMESTIC REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
| EMS TECHNOLOGIES, INC., a Georgia corporation |
||||
| By: | /s/ Xxx X. Xxxxxx | |||
| Name: | ||||
| Title: | ||||
February 29, 2008
DOMESTIC
REVOLVING NOTE
FOR VALUE RECEIVED, EMS Technologies, Inc. a Georgia corporation
(“EMS”), hereby promises to
pay to SunTrust Bank or registered assigns (the “Domestic
Lender”), in accordance with
the provisions of the Credit Agreement (as hereinafter defined),the principal amount of each
Domestic Revolving Loan from time to time made by the Domestic Lender to EMS under that certain
Credit Agreement dated as of February 29, 2008 (as amended, modified, supplemented or extended from
time to time, the “Credit Agreement”) among EMS, EMS Technologies Canada, Ltd., a Canadian federal
corporation (the “Canadian Borrower”), the Guarantors from time to time partly 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. Capitalized terms used but not
otherwise defined here in have the meanings provided in the Credit Agreement.
EMS promises to pay interest on the unpaid principal amount of each Domestic Revolving Loan
from the date of such Domestic Revolving Loan until such principal amount is paid in full, at such
interest rates and at such times as provided in the Credit Agreement. All payments of principal and
interest shall be made to the Domestic Administrative Agent for the account of the Domestic Lender
in US. Dollars in immediately available funds at the Domestic Administrative Agent’s Office. If any
amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual
payment (and before as well as after
judgment) computed at the per annum rate set forth in the Credit Agreement.
This Domestic Revolving Note is one of the Domestic Revolving Notes referred to in the Credit
Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to
the terms and conditions provided therein. Upon the occurrence and continuation of one or more of
the Events of Default specified in the Credit Agreement all amounts then remaining unpaid on this
Domestic Revolving Note shall become, or may be declared to be, immediately due and payable all as
provided in the Credit Agreement, Domestic Revolving Loans made by the Domestic Lender shall be
evidenced by one or more loan accounts or records maintained by the Domestic Lender in the ordinary
course of business. The Domestic Lender may also attach schedules to this Domestic Revolving Note
and endorse thereon the date, amount and maturity of its Domestic Revolving Loans and payments with
respect thereto.
EMS, for itself, its successors and assigns, hereby waives diligence, presentment, protest and
demand and notice of protest, demand, dishonor and nonpayment of this Domestic Revolving Note.
THIS DOMESTIC REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
| EMS TECHNOLOGIES, INC., a Georgia corporation |
||||
| By: | /s/ Xxx X. Xxxxxx | |||
| Name: | ||||
| Title: | ||||
