Exhibit
10.1


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 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, and TESSCO BUSINESS SERVICES, LLC, a Delaware limited
liability company, (all of the aforementioned entities, including TESSCO, being hereinafter called collectively the
“Existing Borrowers”); (b) 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 (TESSCO
Supply Chain Services, LLC, TESSCO Product Solutions, LLC, TESSCO Integrated
Solutions, LP and GW Service Solutions, Inc. being hereinafter called
collectively the “Additional Borrowers”), (c) the Lenders who are or may become
a party to this Agreement; (d) WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative
Agent for the Lenders, and (e) SUNTRUST BANK, as Arrangement Agent (the
Administrative Agent and the Arrangement Agent are collectively referred to
herein as the “Agents”).


RECITALS


Pursuant to a
Credit Agreement dated as of September 25, 2003 by and among the Existing
Borrowers, Cartwright Communications Company, a Delaware corporation (“Cartwright”)
(the Existing Borrowers and Cartwright being hereinafter called collectively
the “Original Borrowers”), the Lenders named therein, and the Agents (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
Original 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 in
an aggregate principal amount not to exceed $30,000,000 at any one time
outstanding.  The Original Borrowers’
obligation to repay the Loans with interest is evidenced by the Original
Borrowers’ Revolving Credit Note dated September 25, 2003 from the Original
Borrowers 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 Credit
Agreement was amended by a First Modification Agreement dated as of February
28, 2005, by and among the Original Borrowers, the Lenders named therein, and
the Agents, whereby the Lenders and the Agents agreed to extend the maturity of
the Revolving Credit Facility until September 1, 2007.


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









 



Cartwright merged with
and into Tessco Incorporated, and Tessco Incorporated became the survivor of
such merger.  In addition, with the prior
consent of the Agents and the Lenders, the Additional Borrowers were formed to
further the business purposes of the then Existing Borrowers generally.  The Agents and the Lenders have afforded to
the Existing Borrowers additional time in which to enter into this Agreement to
comply with and fulfill the obligations of Existing Borrowers under Section
8.12 of the Credit Agreement in respect of the formation of Additional
Borrowers and the joinder and assumption required thereby.


The Existing
Borrowers and the Additional Borrowers (collectively the “Borrowers”) have
requested that the Lenders and the Agents (a) permit the Additional Borrowers
to assume, jointly and severally, with the Existing Borrowers the obligations
of the Existing Borrowers under the Loan Documents (as such term is defined
herein) pursuant to the terms hereof and in timely satisfaction of the
obligations of Existing Borrowers under Section 8.12 of the Credit Agreement in
respect of such assumption and joinder, and (b) modify certain other terms and
conditions of the Loan Documents, and the Lenders and the Agents have so
agreed.


As used herein,
the term “Loan Documents” means collectively, the Credit Agreement, the Note,
the First Modification Agreement, 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.


AGREEMENT


NOW THEREFORE, in
consideration 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 the
Obligations (as defined in the Credit Agreement) by the Additional Borrowers
jointly and severally with the Existing Borrowers, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


1.             Definitions.  Capitalized terms used herein without
definition shall have the meanings ascribed thereto in the Credit Agreement
unless the context in which such terms are used requires other meanings.


2.             Joinder
and Assumption.   The
Additional Borrowers hereby join in and assume all of the Obligations jointly
and severally with the Existing Borrowers, and the Additional Borrowers hereby
covenant, promise and agree jointly and severally with the Existing Borrowers,
(a) to pay to the Administrative Agent for the account of the Lenders, the
principal 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) to
perform and comply with all of the terms, covenants, agreements and obligations
to 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 respects
as therein provided; and (c) to be bound by each and all of the terms,
covenants, agreements and obligations of the Note, the Credit Agreement, and
all 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.             Amendments
to Credit Agreement.


a.             Effective as of the date hereof,
the Credit Agreement is hereby amended by deleting the text “, (all of the
aforementioned entities, including TESSCO, being hereinafter called
collectively 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 “Cartwright
Communications 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 Service
Solutions, Inc., TESSCO Incorporated, TESSCO Communications Incorporated,
Wireless Solutions Incorporated, TESSCO Business Services, LLC, TESSCO Supply
Chain Services, LLC, TESSCO Product Solutions, LLC, TESSCO Integrated
Solutions, LP and GW Service Solutions, Inc.


d.             Effective as of the date hereof,
the Credit Agreement is hereby amended by deleting Schedule 1.1, Schedule
6.1(a), and Schedule 6.1(b), and substituting in lieu thereof the Schedule
1.1, 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 10.7
of the Credit Agreement is hereby deleted and the term “$25,000,000” is hereby
inserted in lieu thereof.


4.             Amendment
to Note.  As used in the
Note the term “Borrowers” shall hereafter mean collectively the Existing
Borrowers and the Additional Borrowers, and the Additional Borrowers hereby
agree, jointly and severally with the Existing Borrowers, to repay the
principal of and interest on the Revolving Credit Facility as provided in the
Note, as amended hereby.


5.             Representations
and Warranties.  In order
to induce the Lenders and the Agents to enter into this Agreement, the
Borrowers hereby represent and warrant to the Lenders and the Agents that as of
the date hereof (a) no Default of Event or Default exists under the provisions
of the Loan Documents which has not been waived by the Lenders and the Agents
in writing, (b) 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 (except for any representations and warranties that
speak as of a certain date), (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 statements of the Borrowers furnished to
the Lenders in accordance with the provisions of the Loan Documents, and (d)
this Agreement constitutes the legal, valid and binding obligation of the
Borrowers, enforceable in accordance with its terms.  If any of the foregoing representations and
warranties shall prove to be false, incorrect or misleading in any material
respect, the Required Lenders and/or the Administrative Agent may, 



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in accordance with
the provisions of the Credit Agreement, declare that a default has occurred and
exists under the provisions of the Loan Documents, and the Lenders and/or the
Administrative 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.


6.             Ratification
and No Novation.  The
Borrowers hereby ratify and confirm all of their obligations, liabilities and
indebt­edness under the provisions of the Note, the Credit Agreement, and the
other Loan Documents, as the same may be amended and modified by this
Agreement.  The Lenders, the Agents 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 Note, 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.


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


9.             Fees,
Costs and Expenses.  As a
condition precedent to the Lenders’ and the Agents’ agreement to the
modifications set forth herein, the Borrowers shall pay to the Administrative
Agent, on demand, all fees, costs and expenses both now and hereafter paid or
incurred 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 costs
and costs of record searches.


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


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


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


[signatures follow]



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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/

  	
   

  	
   

  	
   

  	
  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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