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FIRST AMENDMENT TO U.S. REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

FIRST AMENDMENT TO U.S. REVOLVING CREDIT AGREEMENT | Document Parties: EMS TECHNOLOGIES INC | SUNTRUST BANK You are currently viewing:
This Revolving Credit Agreement involves

EMS TECHNOLOGIES INC | SUNTRUST BANK

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Title: FIRST AMENDMENT TO U.S. REVOLVING CREDIT AGREEMENT
Governing Law: Georgia     Date: 3/31/2005
Industry: Communications Equipment     Sector: Technology

FIRST AMENDMENT TO U.S. REVOLVING CREDIT AGREEMENT, Parties: ems technologies inc , suntrust bank
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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;


 
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