Exhibit 10.7.7


 


FOURTH MODIFICATION AGREEMENT


 


THIS FOURTH MODIFICATION AGREEMENT (this “Agreement”) is made
effective as of  April 28, 2010, 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 INTEGRATED
SOLUTIONS, LLC, a Delaware limited liability company, 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 and other then existing 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 and other then existing borrowers a 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 and other then existing borrowers in an aggregate principal amount
not to exceed $50,000,000 at any one time outstanding (as increased or
decreased, the “Revolving Credit Facility”).  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.


 


Pursuant to a First Modification Agreement dated as of June 30,
2008, the parties agreed to make certain changes to the Credit Agreement.


 


Pursuant to a Second Modification Agreement dated as of November 26,
2008, the parties agreed to amend certain financial covenants and make certain
other changes to the Credit Agreement.


 


With the knowledge and consent of the Lenders, certain previously
existing borrowers engaged in an internal restructuring (the “Internal
Restructuring”) which resulted in TESSCO Integrated Solutions, L.P., a Delaware
limited partnership, being converted into a Delaware limited liability company,
now known as TESSCO Integrated Solutions, LLC, and pursuant to which TESSCO
Supply Chain Services, LLC and TESSCO Product Solutions, LLC, each a Delaware
limited liability company, each merged into TESSCO Service Solutions, Inc.,
a Delaware corporation, thereby terminating the existence of the two limited
liability companies.


 


Pursuant to a Third Modification Agreement dated as of July 22,
2009, the parties agreed (a) to decrease the maximum principal amount of
the Revolving Credit Facility, (b) to modify certain financial covenants,
and (c) to make certain additional modifications to the Loan Documents
(including modifications providing for the extension of the term of the
Revolving Credit Facility).


 

















 


The Obligors have now requested that the Lender and the Agent modify
certain covenants set forth in 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 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, (b) the Borrowers may pay additional cash dividends not to
exceed $5,000,000 in the aggregate during any 12-month period so long as after
giving effect to any such dividends, no Event of Default shall occur as a
result thereof, and (c) the Borrowers may purchase up to $25,000,000 of
their issued and outstanding stock in the aggregate during the term of the
Credit Facility, of which  as of July 20,
2009, $13,303,920 has been repurchased.


 


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


 


2

















 


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.  In
consideration of the agreement of the Lenders to enter into this Agreement, (a) the
Borrowers shall pay to the Agent and the Lenders on demand all costs and
expenses both now and hereafter reasonably 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]


 


3

















 


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

  



 


 


	
   

  	
   

  	
  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

  



 


4

















 


	
   

  	
   

  	
  TESSCO
  BUSINESS SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  David M. Young

  	
   

  	
  By:

  	
      
  /s/ Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert
  B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President

  



 


 


	
   

  	
   

  	
  TESSCO
  INTEGRATED SOLUTIONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS
  FARGO BANK, N.A (Successor to WACHOVIA BANK, NATIONAL ASSOCIATION)

  



 


 


	
  [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/
  Timothy A. Knabe

  
	
   

  	
   

  	
   

  	
  Name:
  Timothy A. Knabe

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President

  



 


 


	
   

  	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/
  Gregory Farno

  
	
   

  	
   

  	
   

  	
  Gregory
  Farno

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President

  



 


5

















 


 


	
   

  	
   

  	
  ADMINISTRATIVE
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/
  Gregory Farno

  
	
   

  	
   

  	
   

  	
  Gregory
  Farno

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President

  



 


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