Exhibit 10.2


 


FIRST MODIFICATION AGREEMENT


 


THIS FIRST MODIFICATION AGREEMENT (this “Amendment”) is made
effective as of June 30, 2008, by and among (a) TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (“TESSCO”),
TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation, TESSCO INCORPORATED, a
Delaware corporation, TESSCO COMMUNICATIONS INCORPORATED, a Delaware
corporation, WIRELESS SOLUTIONS INCORPORATED, a Maryland corporation, TESSCO
BUSINESS SERVICES, LLC, a Delaware limited liability company, TESSCO SUPPLY CHAIN SERVICES, LLC, a Delaware
limited liability company, TESSCO PRODUCT SOLUTIONS, LLC, a Delaware limited
liability company, TESSCO INTEGRATED SOLUTIONS, LP, a Delaware limited
partnership, and GW SERVICE SOLUTIONS, INC., a Delaware corporation (the aforementioned
entities, including TESSCO, being
hereinafter called collectively the “Borrowers”);  (b) SUNTRUST BANK  and WACHOVIA BANK, NATIONAL ASSOCIATION, as
Lenders (in such capacity, the “Lenders”); and (c) SUNTRUST BANK,
as Administrative Agent (in such capacity, the “Agent”).


 


RECITALS


 


Pursuant to a Credit Agreement dated as of May 31, 2007 by and
among the Borrowers, the Lenders, and the Agent (as the same may from time to
time be amended, restated, supplemented, or otherwise modified, the “Credit
Agreement”), the Lenders agreed to make available to the Borrowers a
revolving credit facility (the “Revolving Credit Facility”) pursuant to
which the Lenders would make loans and other credit accommodations
(collectively, the “Loans”) to or for the benefit of the Borrowers in an
aggregate principal amount not to exceed $50,000,000 at any one time
outstanding.  The Borrowers’ obligation
to repay the Loans with interest is evidenced by the Borrowers’ Revolving
Credit Note dated May 31, 2007 from the Borrowers made payable to the
Lenders in the principal amount of up to $50,000,000 (as the same may from time
to time be amended, restated, supplemented, or otherwise modified, the “Note”).


 


As used herein, the term “Loan Documents” means collectively, the
Credit Agreement, the Note, and all other documents now or hereafter executed
and delivered by the Borrowers or any other party or parties to evidence,
secure, or guarantee, or in connection with, the Revolving Credit Facility.


 


The Borrowers have now requested that the Lenders and the Agent make
certain modifications to the Credit Agreement, and the Lenders and the Agent
have agreed to do so, subject to and upon the terms and conditions hereinafter
set forth.


 


AGREEMENTS


 


Now, therefore, in consideration of the premises and the mutual
agreements herein contained, and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree as follows:


 


1.             Recitals;
Defined Terms.  The parties hereto
acknowledge that the above Recitals are true and correct and agree that the
same are incorporated herein.  Unless the
context clearly indicates otherwise, each term used in this Agreement which is
defined in the Recitals shall have 


 

















 


the
meaning given to such term in the Recitals, and each capitalized term used
herein which is not otherwise defined herein shall have the meaning given to
such term in the Credit Agreement.


 


2.                                       Amendments to
Credit Agreement.


 


(a)           Effective as of the
effective date of this Agreement, Section 2.7 of the Credit Agreement is
hereby deleted, and the following is inserted in lieu thereof:


 


“SECTION 2.7 Use of Proceeds.  The Borrowers shall use the proceeds of the
Loans solely to refinance the Existing Facility and for working capital,
Capital Expenditures, and Permitted Acquisitions by the Borrowers, including
the payment of fees and expenses incurred in connection with such transactions,
and to purchase not more than $15,000,000 of issued and outstanding stock
during the term of the Credit Facility.”


 


(b)           Effective as of the
effective date of this Agreement, Section 10.7 of the Credit Agreement is
hereby deleted, and the following is inserted in lieu thereof:


 


SECTION 10.7 Limitations on
Dividends and Distributions.  Declare
or pay any dividends upon any of its capital stock; purchase, redeem, retire or
otherwise acquire, directly or indirectly, any shares of its capital stock, or
make any distribution of cash, property or assets among the holders of shares
of its capital stock, or make any change in its capital structure; provided
that (a) any Subsidiary (including any Subsidiary that is also a Borrower)
may pay cash dividends to any of the Borrowers, and (b) the Borrowers may
purchase up to $15,000,000 of their issued and outstanding stock in the aggregate
during the term of the Credit Facility.


 


3.             Representations
and Warranties.  In order to induce
the Lenders and the Agent to enter into this Agreement, the Borrowers represent
and warrant to the Lenders and the Agent that as of the date hereof (a) no
Event of Default exists under the provisions of the Loan Documents, (b) except
as to matters of which the Borrowers have advised the Agent in a writing and
which have been acknowledged by the Agent, all of the representations and
warranties of the Borrowers in the Loan Documents are true and correct on the
date hereof as if the same were made on the date hereof (provided that any
representation or warranty that speaks “as of the Closing Date” or as of any
other specific date shall continue to speak as of such date, notwithstanding), (c) no
material adverse change has occurred in the business, financial condition,
prospects or operations of the Borrowers since the date of the most recent
financial statement of the Borrowers furnished to the Lenders and the Agent in
accordance with the provisions of the Loan Documents, and (d) this
Agreement constitutes the legal, valid and binding obligation of the Borrowers,
jointly and severally enforceable in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar state or
federal debtor relief laws from time to time in effect which affect the
enforcement of creditors’ rights in general and the availability of equitable
remedies.  If any of the foregoing
representations and warranties shall prove to be false, incorrect or misleading
in any material respect, the Lenders and the Agent may, in their absolute and
sole discretion, declare that a default has occurred and exists under the
provisions of the Loan Documents, and the Lenders and the Agent shall be
entitled to all of the 


 

















 


rights
and remedies set forth in the Loan Documents as the result of the occurrence of
such default.


 


4.             Ratification and
No Novation.  The Borrowers hereby
ratify and confirm all of their obligations, liabilities and indebtedness under
the provisions of the Credit Agreement, the Note, and the other Loan Documents,
as the same may be amended and modified by this Agreement.  The Lenders, the Agent, and the Borrowers
agree that it is their intention that nothing herein shall be construed to
extinguish, release or discharge or constitute, create or effect a novation of,
or an agreement to extinguish any of the obligations, indebtedness and
liabilities of the Borrowers or any other party under the provisions of the
Loan Documents.  The Borrowers agree that
all of the provisions of the Credit Agreement and the other Loan Documents
shall remain and continue in full force and effect as the same may be modified
and amended by this Agreement.  In the
event of any conflict between the provisions of this Agreement and the
provisions of the Loan Documents, the provisions of this Agreement shall
control.


 


5.             Fees, Costs and
Expenses.  The Borrowers shall pay to
the Agent and the Lenders on demand all costs and expenses both now and
hereafter paid or incurred with respect to the preparation, negotiation,
execution, administration and enforcement of this Agreement and all documents
related thereto, including, without limitation, reasonable attorney’s fees and
expenses, recording costs and costs of record searches.


 


6.             Applicable Law.  This Agreement shall be construed in
accordance with and governed by the laws of the State of Maryland.


 


7.             Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the Lenders, the Agent, and the Borrowers, and their
respective successors and assigns.


 


[Remainder of Page Intentionally Left Blank]


 

















 


IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be executed and sealed, the day and year first above written.


 


 


	
  WITNESS:

  	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO
  TECHNOLOGIES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  David M. Young

  	
   

  	
  By:

  	
  /s/
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert
  B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO
  SERVICE SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David M. Young

  	
   

  	
  By:

  	
  /s/
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert
  B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO
  INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  David M. Young

  	
   

  	
  By:

  	
  /s/
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert
  B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO COMMUNICATIONS INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David M. Young

  	
   

  	
  By:

  	
  /s/ Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WIRELESS SOLUTIONS INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  David M. Young

  	
   

  	
  By:

  	
  /s/
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert
  B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President

  



 

















 


	
   

  	
   

  	
  TESSCO
  BUSINESS SERVICES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  David M. Young

  	
   

  	
  By:

  	
  /s/
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert
  B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO
  SUPPLY CHAIN SERVICES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  David M. Young

  	
   

  	
  By:

  	
  /s/
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert
  B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO
  PRODUCT SOLUTIONS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  David M. Young

  	
   

  	
  By:

  	
  /s/
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert
  B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO
  INTEGRATED SOLUTIONS, LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Tessco
  Product Solutions, LLC,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  David M. Young

  	
   

  	
   

  	
  By: 

  	
  /s/
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Robert
  B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GW
  SERVICE SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  David M. Young

  	
   

  	
  By:

  	
  /s/
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert
  B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President

  



 

















 


	
   

  	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lucy Campbell

  
	
   

  	
   

  	
   

  	
  Lucy Campbell

  
	
   

  	
   

  	
   

  	
  VP - Credit Products

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Farno

  
	
   

  	
   

  	
   

  	
  Gregory Farno

  
	
   

  	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADMINISTRATIVE
  AGENT:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Gregory Farno

  
	
   

  	
   

  	
   

  	
  Gregory Farno

  
	
   

  	
   

  	
   

  	
  Senior Vice President