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EXHIBIT 4.7
FIRST AMENDMENT TO U.S. REVOLVING CREDIT AGREEMENT
This FIRST
AMENDMENT TO U.S. REVOLVING CREDIT AGREEMENT dated as of
February 11, 2005 (this "Amendment") by and
among EMS TECHNOLOGIES, INC., a
Georgia corporation (the "Borrower"), the
Lenders listed on the signature pages
hereof and SUNTRUST BANK, as Administrative
Agent (the "Agent").
WHEREAS,
the Borrower, the Lenders and the Agent are parties to that
certain U.S. Revolving Credit Agreement
dated as of December 10, 2004 (the
"Credit Agreement"); and
WHEREAS,
the Borrower, the Lenders and the Agent desire to amend the
Credit Agreement in certain respects on the
terms and conditions contained
herein;
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged by the parties hereto, the parties
hereto hereby agree as follows:
Section 1.
Amendments to Credit Agreement.
(a) The
Credit Agreement is hereby amended by deleting the defined term
"AGGREGATE REVOLVING COMMITMENTS" contained
in Section 1.1 thereof, and
substituting in lieu thereof the
following:
"`AGGREGATE REVOLVING COMMITMENTS' shall mean the sum of the
Revolving
Commitments of all Lenders at any time outstanding. As of
February
11, 2005, the Aggregate Revolving Commitments equal
$32,500,000."
(b) The
Credit Agreement is hereby further amended by (i) deleting the
reference to "$22,500,000" contained in the
sixth line of Section 2.14(c) and
substituting in lieu thereof the amount
"$25,000,000" and (ii) deleting the
reference to "$22,500,000" contained in the
ninth line of Section 2.14(c) and
substituting in lieu thereof the amount
"$17,500,000".
(c) The
Credit Agreement is hereby further amended by adding the
following
new sentence at the end of clause (c)
contained in Section 2.14 thereof:
"Any reduction in the Aggregate Revolving Commitments pursuant
to
this
clause (c) shall be permanent and shall be applied proportionately
to
reduce the
then existing Revolving Commitment of each Lender."
(d) The
Credit Agreement is hereby further amended by adding the
following
new sentence at the end of Section 5.1
thereof:
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"The Administrative Agent will promptly provide to each Lender
copies of
all financial information, reports, notices and other
information provided to the Administrative Agent pursuant to this
Section
5.1."
(e) The
Credit Agreement is hereby further amended by adding the
following
new sentence at the end of Section 5.14
thereof:
"The Administrative Agent will promptly provide to each Lender
copies of
all correspondence, reports, notices and other information
provided
to the Administrative Agent pursuant to this Section 5.14."
(f) The
Credit Agreement is hereby further amended by deleting the
amount
"$25,000,000" set forth opposite the
"Commitment Amount" under the signature of
SunTrust Bank on the signature page thereof
and replacing such amount with
"$32,500,000".
Section 2.
GECC as Documentation Agent. The Borrower, the Administrative
Agent and the Lenders acknowledge that,
upon the effectiveness of this
Amendment, General Electric Capital
Corporation ("GECC") shall be designated as,
and shall have the title of, "Documentation
Agent" under the Credit Agreement.
Section 3.
Effectiveness of Amendment. The effectiveness of this Amendment
is subject to the truth and accuracy of the
representations set forth in
Sections 4 and 5 below and receipt by the
Agent (and in the case of clause (e)
immediately below, GECC) of each of the
following, each of which shall be in
form and substance satisfactory to the
Agent:
(a)
Counterparts of this Amendment duly executed by the Borrower,
each
Subsidiary Loan Party, the Agent and the
Lenders;
(b) A
certified copy of resolutions of the board of directors of the
Borrower authorizing the transactions
contemplated by this Amendment (including
the increase of the Aggregate Revolving
Commitments from $30,000,000 to
$32,500,000);
(c)
SunTrust Bank and GECC shall have executed and delivered an
Assignment
and Acceptance Agreement dated the date
hereof providing for, among other
things, an assignment of a portion of
SunTrust's Revolving Commitment in an
amount of $12,500,000, and such Assignment
and Acceptance Agreement shall have
been consented to by the Borrower and
SunTrust Bank, as Administrative Agent;
(d) A
Revolving Credit Note dated the date hereof executed by the
Borrower
in favor of SunTrust Bank in the original
principal amount of $20,000,000;
(e) A
Revolving Credit Note dated the date hereof executed by the
Borrower
in favor of GECC in the original principal
amount of $12,500,000;