**Exhibit10.1**

**JOINDER,ASSUMPTION, RATIFICATION AND MODIFICATION AGREEMENT**

THIS **JOINDER,ASSUMPTION, RATIFICATION, AND MODIFICATION AGREEMENT** (this “Agreement”)is made as of this 29th day of August, 2006, by and among (a) TESSCO TECHNOLOGIES INCORPORATED, a Delawarecorporation (“TESSCO”), TESSCO SERVICE SOLUTIONS, INC., a Delawarecorporation, TESSCO INCORPORATED, a Delaware corporation, TESSCO COMMUNICATIONSINCORPORATED, a Delaware corporation, WIRELESS SOLUTIONS INCORPORATED, aMaryland corporation, and TESSCO BUSINESS SERVICES, LLC, a Delaware limitedliability company, (all of the aforementioned entities, including TESSCO, being hereinafter called collectively the“Existing Borrowers”); (b) TESSCO SUPPLY CHAIN SERVICES, LLC, a Delawarelimited liability company, TESSCO PRODUCT SOLUTIONS, LLC, a Delaware limitedliability company, TESSCO INTEGRATED SOLUTIONS, LP, a Delaware limitedpartnership, and GW SERVICE SOLUTIONS, INC, a Delaware corporation (TESSCOSupply Chain Services, LLC, TESSCO Product Solutions, LLC, TESSCO IntegratedSolutions, LP and GW Service Solutions, Inc. being hereinafter calledcollectively the “Additional Borrowers”), (c) the Lenders who are or may becomea party to this Agreement; (d) WACHOVIA BANK, NATIONAL ASSOCIATION, as AdministrativeAgent for the Lenders, and (e) SUNTRUST BANK, as Arrangement Agent (theAdministrative Agent and the Arrangement Agent are collectively referred toherein as the “Agents”).

RECITALS

Pursuant to aCredit Agreement dated as of September 25, 2003 by and among the ExistingBorrowers, Cartwright Communications Company, a Delaware corporation (“Cartwright”)(the Existing Borrowers and Cartwright being hereinafter called collectivelythe “Original Borrowers”), the Lenders named therein, and the Agents (as thesame may from time to time be amended, restated, supplemented, or otherwisemodified, the “Credit Agreement”), the Lenders agreed to make available to theOriginal 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 Original Borrowers inan aggregate principal amount not to exceed $30,000,000 at any one timeoutstanding.  The Original Borrowers’obligation to repay the Loans with interest is evidenced by the OriginalBorrowers’ Revolving Credit Note dated September 25, 2003 from the OriginalBorrowers made payable to the Lenders in the principal amount of up to$30,000,000 (as the same may from time to time be amended, restated,supplemented, or otherwise modified, the “Note”).

The CreditAgreement was amended by a First Modification Agreement dated as of February28, 2005, by and among the Original Borrowers, the Lenders named therein, andthe Agents, whereby the Lenders and the Agents agreed to extend the maturity ofthe Revolving Credit Facility until September 1, 2007.

On March 22, 2006,with the prior consent of the Agents and Lenders, Cartwright entered into anAgreement and Plan of Merger with TESSCO Incorporated, pursuant to which, 

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Cartwright merged withand into Tessco Incorporated, and Tessco Incorporated became the survivor ofsuch merger.  In addition, with the priorconsent of the Agents and the Lenders, the Additional Borrowers were formed tofurther the business purposes of the then Existing Borrowers generally.  The Agents and the Lenders have afforded tothe Existing Borrowers additional time in which to enter into this Agreement tocomply with and fulfill the obligations of Existing Borrowers under Section8.12 of the Credit Agreement in respect of the formation of AdditionalBorrowers and the joinder and assumption required thereby.

The ExistingBorrowers and the Additional Borrowers (collectively the “Borrowers”) haverequested that the Lenders and the Agents (a) permit the Additional Borrowersto assume, jointly and severally, with the Existing Borrowers the obligationsof the Existing Borrowers under the Loan Documents (as such term is definedherein) pursuant to the terms hereof and in timely satisfaction of theobligations of Existing Borrowers under Section 8.12 of the Credit Agreement inrespect of such assumption and joinder, and (b) modify certain other terms andconditions of the Loan Documents, and the Lenders and the Agents have soagreed.

As used herein,the term “Loan Documents” means collectively, the Credit Agreement, the Note,the First Modification Agreement, and all other documents now or hereafterexecuted and delivered by the Borrowers or any other party or parties toevidence, secure, or guarantee, or in connection with, the Revolving CreditFacility.

AGREEMENT

NOW THEREFORE, inconsideration of the premises and in order to induce the Lenders and the Agents(a) to modify the Loan Documents, and (b) to consent to the assumption of theObligations (as defined in the Credit Agreement) by the Additional Borrowersjointly and severally with the Existing Borrowers, and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:

1.             *Definitions.*  Capitalized terms used herein withoutdefinition shall have the meanings ascribed thereto in the Credit Agreementunless the context in which such terms are used requires other meanings.

2.             *Joinderand Assumption*.   TheAdditional Borrowers hereby join in and assume all of the Obligations jointlyand severally with the Existing Borrowers, and the Additional Borrowers herebycovenant, promise and agree jointly and severally with the Existing Borrowers,(a) to pay to the Administrative Agent for the account of the Lenders, theprincipal of and interest on the Note, and all other sums payable thereunder,at the times, in the manner, and in all respects as therein provided; (b) toperform and comply with all of the terms, covenants, agreements and obligationsto be performed by the Existing Borrowers under the Note, the Credit Agreement,and all other Loan Documents at the times, in the manner, and in all respectsas therein provided; and (c) to be bound by each and all of the terms,covenants, agreements and obligations of the Note, the Credit Agreement, andall other Loan Documents as though said docu­ments had originally been made,executed, and delivered by the Original Borrowers and the Additional Borrowers.

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3.             *Amendmentsto Credit Agreement*.

a.             Effective as of the date hereof,the Credit Agreement is hereby amended by deleting the text “, (all of theaforementioned entities, including TESSCO, being hereinafter calledcollectively the “Borrowers”)” appearing in the Preamble thereto.

b.             Effective as of the date hereof,the Credit Agreement is hereby amended by deleting all references to “CartwrightCommunications Company”.

c.             Effective as of the date hereof,the Credit Agreement is hereby amended by deleting the definition of “Borrowers”appearing in Section 1.1 and substituting the following in lieu thereof:

“Borrowers”shall mean collectively, TESSCO Technologies Incorporated, TESSCO ServiceSolutions, Inc., TESSCO Incorporated, TESSCO Communications Incorporated,Wireless Solutions Incorporated, TESSCO Business Services, LLC, TESSCO SupplyChain Services, LLC, TESSCO Product Solutions, LLC, TESSCO IntegratedSolutions, LP and GW Service Solutions, Inc.

d.             Effective as of the date hereof,the Credit Agreement is hereby amended by deleting Schedule 1.1, Schedule6.1(a), and Schedule 6.1(b), and substituting in lieu thereof the Schedule1.1, Schedule 6.1(a), and Schedule 6.1(b) attached hereto.

e.             Effective as of the date hereof,the term “$10,000,000” appearing in Section 2.7 and Section 10.7of the Credit Agreement is hereby deleted and the term “$25,000,000” is herebyinserted in lieu thereof.

4.             *Amendmentto Note*.  As used in theNote the term “Borrowers” shall hereafter mean collectively the ExistingBorrowers and the Additional Borrowers, and the Additional Borrowers herebyagree, jointly and severally with the Existing Borrowers, to repay theprincipal of and interest on the Revolving Credit Facility as provided in theNote, as amended hereby.

5.             *Representationsand Warranties*.  In orderto induce the Lenders and the Agents to enter into this Agreement, theBorrowers hereby represent and warrant to the Lenders and the Agents that as ofthe date hereof (a) no Default of Event or Default exists under the provisionsof the Loan Documents which has not been waived by the Lenders and the Agentsin writing, (b) all of the representations and warranties of the Borrowers inthe Loan Documents are true and correct on the date hereof as if the same weremade on the date hereof (except for any representations and warranties thatspeak as of a certain date), (c) no material adverse change has occurred in thebusiness, financial condition, prospects or operations of the Borrowers sincethe date of the most recent financial statements of the Borrowers furnished tothe Lenders in accordance with the provisions of the Loan Documents, and (d)this Agreement constitutes the legal, valid and binding obligation of theBorrowers, enforceable in accordance with its terms.  If any of the foregoing representations andwarranties shall prove to be false, incorrect or misleading in any materialrespect, the Required Lenders and/or the Administrative Agent may, 

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in accordance withthe provisions of the Credit Agreement, declare that a default has occurred andexists under the provisions of the Loan Documents, and the Lenders and/or theAdministrative Agent shall be entitled to all of the rights and remedies setforth in the Loan Documents as the result of the occurrence of such default.

6.             *Ratificationand No Novation*.  TheBorrowers hereby ratify and confirm all of their obligations, liabilities andindebt­edness under the provisions of the Note, the Credit Agreement, and theother Loan Documents, as the same may be amended and modified by thisAgreement.  The Lenders, the Agents andthe Borrowers agree that it is their intention that nothing herein shall beconstrued to extinguish, release or discharge or constitute, create or effect anovation of, or an agreement to extinguish, any of the obligations, indebt­ednessand liabilities of the Borrowers or any other party under the provisions of theLoan Documents.  The Borrowers agree thatall of the provisions of the Note, the Credit Agreement, and the other LoanDocuments shall remain and continue in full force and effect as the same may bemodified and amended by this Agreement. In the event of any con­flict between the provisions of this Agreementand the provisions of the Loan Documents, the provisions of this Agreementshall control.

7.             *Opinions,etc.*  Within forty-five(45) days of the date hereof, the Borrowers shall deliver, or cause to bedelivered, to the Lenders and the Administrative Agent the written opinion oropinions of the Borrowers’ counsel, satisfactory in form and content to each ofthe Lenders and the Administrative Agent, opining, among other things, thateach of the Borrowers is duly organized, validly existing and in good standing,that this Agreement, and each of the other documents executed and/or deliveredin connection herewith have been duly authorized by all requisite action andthat such documents have been duly executed and delivered and constitute thelegal, valid and binding obligations of the Borrowers, enforceable against themin accordance with the terms hereof and thereof and as to such other matters asthe Lenders and/or the Administrative Agent shall request.

9.             *Fees,Costs and Expenses*.  As acondition precedent to the Lenders’ and the Agents’ agreement to themodifications set forth herein, the Borrowers shall pay to the AdministrativeAgent, on demand, all fees, costs and expenses both now and hereafter paid orincurred by the Lenders or the Agents with respect to the preparation,negotiation, execution of this Agreement and all documents related thereto, including,without limitation, reasonable attorney’s fees and expenses, recording costsand costs of record searches.

10.           *ApplicableLaw*.  This Agreement shallbe construed in accordance with, and governed by, the laws of the State ofMaryland.

11.           *BindingEffect*.  This Agreement shall be binding upon andinure to the benefit of the Lenders, the Agents, the Borrowers, and theirrespective successors and assigns.

12.           *Counterparts*.  This Agreement may be executed in any numberof duplicate originals or counterparts, each of such duplicate originals orcounterparts shall be deemed to be an original and all taken together shallconstitute but one and the same instrument. The parties further agree that facsimile signatures shall be binding onall parties and have the same force and effect as original signatures.

[*signatures follow*]

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INWITNESS WHEREOF, the parties hereto have each caused this Agreement to beexecuted and sealed, the day and year first above written.
| WITNESS: |   |   |   | BORROWERS:                               |
|----------|--------|--------|--------|------------------------------------------|
|     |   |   |   |                                     |   |   |   |   |
|     |   |   |   | TESSCO TECHNOLOGIES INCORPORATED         |
|     |   |   |   |                                     |   |   |   |   |
| /s/      |   |   |   | By:                                      |   | /s/ Robert B. Barnhill, Jr. |
|     |   |   |   |                                     |   | Robert B. Barnhill, Jr. |
|     |   |   |   |                                     |   | President and Chief Executive Officer |
|     |   |   |   |                                     |   |   |   |   |
|     |   |   |   | TESSCO SERVICE SOLUTIONS, INC.           |
|     |   |   |   |                                     |   |   |   |   |
| /s/      |   |   |   | By:                                      |   | /s/ Robert B. Barnhill, Jr. |
|     |   |   |   |                                     |   | Robert B. Barnhill, Jr. |
|     |   |   |   |                                     |   | President and Chief Executive Officer |
|     |   |   |   |                                     |   |   |   |   |
|     |   |   |   | TESSCO INCORPORATED.                     |
|     |   |   |   |                                     |   |   |   |   |
| /s/      |   |   |   | By:                                      |   | /s/ Robert B. Barnhill, Jr. |
|     |   |   |   |                                     |   | Robert B. Barnhill, Jr. |
|     |   |   |   |                                     |   | President and Chief Executive Officer |
|     |   |   |   |                                     |   |   |   |   |
|     |   |   |   | TESSCO COMMUNICATIONS  INCORPORATED |
|     |   |   |   |                                     |   |   |   |   |
| /s/      |   |   |   | By:                                      |   | /s/ Robert B. Barnhill, Jr. |
|     |   |   |   |                                     |   | Robert B. Barnhill, Jr. |
|     |   |   |   |                                     |   | President and Chief Executive Officer |
|     |   |   |   |                                     |   |   |   |   |
|     |   |   |   | WIRELESS SOLUTIONS INCORPORATED          |
|     |   |   |   |                                     |   |   |   |   |
| /s/      |   |   |   | By:                                      |   | /s/ Robert B. Barnhill, Jr. |
|     |   |   |   |                                     |   | Robert B. Barnhill, Jr. |
|     |   |   |   |                                     |   | President and Chief Executive Officer |
|     |   |   |   |                                     |   |   |   |   |

 

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|        |   |   |   | TESSCO BUSINESS SERVICES, LLC       |
|--------|--------|--------|--------|-------------------------------------|
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ Robert B. Barnhill, Jr. |
|   |   |   |   |                                |   | Robert B. Barnhill, Jr. |
|   |   |   |   |                                |   | President |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | TESSCO SUPPLY CHAIN SERVICES, LLC   |
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ Robert B. Barnhill, Jr. |
|   |   |   |   |                                |   | Name: |   | Robert B. Barnhill, Jr. |
|   |   |   |   |                                |   | Title: |   | President |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | TESSCO PRODUCT SOLUTIONS, LLC       |
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ Robert B. Barnhill, Jr. |
|   |   |   |   |                                |   | Name: |   | Robert B. Barnhill, Jr. |
|   |   |   |   |                                |   | Title: |   | President |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | TESSCO INTEGRATED SOLUTIONS, LP     |
|   |   |   |   | BY:                                 |   | TESSCO Product Solutions, LLC, General Partner |
|   |   |   |   |                                |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ Robert B. Barnhill, Jr. |
|   |   |   |   |                                |   | Name: |   | Robert B. Barnhill, Jr. |
|   |   |   |   |                                |   | Title: |   | President |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | GW SERVICE SOLUTIONS INC.           |
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ Robert B. Barnhill, Jr. |
|   |   |   |   |                                |   | Name: |   | Robert B. Barnhill, Jr. |
|   |   |   |   |                                |   | Title: |   | President |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | LENDERS:                            |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | WACHOVIA BANK, NATIONAL ASSOCIATION |
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ |
|   |   |   |   |                                |   | Name: |   |   |
|   |   |   |   |                                |   | Title: |   |   |
|   |   |   |   |                                |   |   |   |   |

 

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|        |   |   |   | SUNTRUST BANK                       |
|--------|--------|--------|--------|-------------------------------------|
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ |
|   |   |   |   |                                |   | Name: |   |   |
|   |   |   |   |                                |   | Title: |   |   |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | ADMINISTRATIVE AGENT:               |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | WACHOVIA BANK, NATIONAL ASSOCIATION |
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ |
|   |   |   |   |                                |   | Name: |   |   |
|   |   |   |   |                                |   | Title: |   |   |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | ARRANGEMENT AGENT:                  |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | SUNTRUST BANK                       |
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ |
|   |   |   |   |                                |   | Name: |   |   |
|   |   |   |   |                                |   | Title: |   |   |

 

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