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EXHIBIT 4.8
SECOND AMENDMENT, LIMITED WAIVER AND CONSENT
THIS
SECOND AMENDMENT, LIMITED WAIVER AND CONSENT dated as of August
10,
2005 (this "Amendment"), by and among EMS TECHNOLOGIES, INC., a
Georgia
corporation (the "Borrower"), the Lenders listed on the signature
page hereof
and SUNTRUST BANK, in its capacity as the Administrative Agent
(the
"Administrative Agent").
W I T N E S S E T H:
WHEREAS,
the Borrower, the Lenders and the Administrative Agent entered
into that certain U.S. Revolving Credit Agreement dated as of
December 10, 2004,
as amended by that certain First Amendment to U.S. Revolving Credit
Agreement
dated as of February 11, 2005 (as so amended, the "Credit
Agreement");
WHEREAS,
the Borrower, the Lenders and the Administrative Agent desire
to
amend the Credit Agreement in certain respects on the terms and
conditions
contained herein;
WHEREAS,
the Borrower has informed the Administrative Agent and the
Lenders that the Borrower has failed or will fail to comply with
the financial
covenants contained in Sections 6.1 and 6.2 of the Credit Agreement
for the
fiscal quarter of the Borrower ending on or about June 30, 2005,
resulting in an
Event of Default under Sections 8.1(d) and 8.1(o) of the Credit
Agreement (the
"Specified Defaults"), which failure is solely a consequence of the
write-down
in the book value of the assets being sold in connection with the
Canadian Sale
and Prepayment Event (the "Asset Write-Down");
WHEREAS,
the Borrower has informed the Administrative Agent and the
Lenders that the Borrower intends to sell the assets of the
business currently
conducted by the Borrower's EMS Satellite Networks division from
leased
facilities located in Montreal, Quebec (the "SatNet Assets") and
has requested
that the Administrative Agent and the Lenders consent to the sale
of the SatNet
Assets as required under Section 7.6 of the Credit Agreement;
and
WHEREAS,
the Borrower has requested that the Administrative Agent and
the
Lenders waive the Specified Defaults, and the effects thereof,
under the Credit
Agreement and consent to the sale of the SatNet Assets.
NOW,
THEREFORE, for and in consideration of good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged by
the parties hereto, the Lenders, the Administrative Agent and the
Borrower
hereby agree as follows:
1. DEFINED TERMS. Capitalized terms which are used herein without
definition and
which are defined in the Credit Agreement shall have the same
meanings ascribed
to them as in the Credit Agreement.
2. AMENDMENTS. (a) The Credit Agreement is hereby amended by adding
the
following sentence at the end of the defined term "CONSOLIDATED NET
INCOME"
contained in Section 1.1 thereof:
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"Notwithstanding the foregoing, any net income (or loss)
attributable to the sale of the SatNet Assets and/or the assets
giving
rise to
the Canadian Sale and Prepayment Event that are otherwise
included
in
Consolidated Net Income during the period of determination shall
be
excluded
if such assets are sold during such period."
(b) The
Swingline Lender and the Borrower agree that (i) there shall be
no
minimum amount for any Borrowings of Swingline Loans and (ii) there
shall be no
minimum amount for the prepayment of any Swingline Loan.
Accordingly, footnote 8
to Exhibit 2.5 is hereby deleted.
3. LIMITED WAIVER. At the request of the Borrower, but subject to
the
satisfaction of the conditions precedent set forth in Section 5
below, the
Lenders hereby waive the Specified Defaults arising solely by
virtue of the
Asset Write-Down; provided that the Asset Write-Down does not
exceed
$12,000,000. The Borrower acknowledges and agrees that the waiver
contained in
the foregoing sentence shall not waive (or be deemed to be or
constitute a
waiver of) any other covenant, term or provision in the Credit
Agreement or
hinder, restrict or otherwise modify the rights and remedies of the
Lenders and
the Administrative Agent following the occurrence of any other
present or future
Default or Event of Default (whether or not related to the
Specified Defaults)
under the Credit Agreement or any other Loan Document.
4. CONSENT. At the request of the Borrower, but subject to the
satisfaction of
the conditions precedent set forth in Section 5 below, the Lenders
hereby
consent to the sale of the SatNet Assets; provided, that (i) the
Borrower
receives cash consideration in an amount not less than $16,000,000,
(ii) the Net
Proceeds of the sale of the SatNet Assets are applied in accordance
with Section
2.14 of the Credit Agreement, and (iii) such sale shall be
completed by December
31, 2005. The B
