SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT dated as of February 13, 2009 (the “Agreement”) is entered into among EMS Technologies, Inc., a Georgia corporation (“EMS”), EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower”; together with EMS, the “Borrowers”), the Guarantors, the Lenders party hereto, 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. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
TO: FROM: Paul B. Domorski, CEO SUBJECT: Restricted Stock Award DATE:Restricted Stock Agreement • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment
CANADIAN REVOLVING NOTECanadian Revolving Note • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, the EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower”) hereby promises to pay to Wachovia Bank, N.A. or registered assigns (the “Canadian Lender”) in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Canadian Revolving Loan from time to time made by the Canadian Lender to the Canadian Borrower 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 Technologies, Inc., a Georgia 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
CANADIAN SECURITY AGREEMENTCanadian Security Agreement • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Ontario
THIS CANADIAN SECURITY AGREEMENT dated as of February 29, 2008 (as amended, modified, restated or supplemented from time to time, the “Canadian Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) 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).
CANADIAN PLEDGE AGREEMENTPledge Agreement • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Ontario
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).
AMENDMENT TO AGREEMENT dated as of , 200__Amendment to Agreement • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
THIS AMENDMENT, dated , 2008, is entered into by and between EMS Technologies, Inc., a Georgia corporation (the “Company”), and (the “Executive”) for the purpose of amending, effective the date hereof, the Agreement (the “Agreement”) between the parties dated as of , 200___, in order to conform the terms of the Agreement to certain requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder.
AMENDMENT TO AGREEMENT dated as of June 2, 2006Agreement • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
THIS AMENDMENT, dated ____________, 2008, is entered into by and between EMS Technologies, Inc., a Georgia corporation (the “Company”), and Paul B. Domorski (“Domorski”) for the purpose of amending, effective the date hereof, the Agreement (the “Agreement”) between the parties dated as of June 2, 2006, in order to conform the terms of the Agreement to certain requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder.
DOMESTIC SECURITY AGREEMENTDomestic Security Agreement • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • New York
THIS DOMESTIC SECURITY AGREEMENT dated as of February 29, 2008 (as amended, modified, restated or supplemented from time to time, the “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and Bank of America, National Association, as domestic administrative agent (in such capacity, the “Domestic Administrative Agent”) for the Secured Parties (defined below).
EMS TECHNOLOGIES, INC. DIRECTOR’S INDEMNIFICATION AGREEMENTDirector’s Indemnification Agreement • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
WHEREAS, Director serves as a member of the Board of Directors of the Corporation and in such capacity is expected to perform a valuable service; and
EMS TECHNOLOGIES, INC. EXECUTIVE OFFICER’S INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
WHEREAS, Officer serves as an executive officer of the Corporation and in such capacity is expected to perform a valuable service; and
DOMESTIC PLEDGE AGREEMENTPledge Agreement • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • New York
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).
DOMESTIC REVOLVING NOTEDomestic Revolving Note • March 16th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • New York
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 def
