Exhibit
10.2


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 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
INCORPORATED, a Delaware corporation (the “Guarantor”); (c) 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”),
(d) the Lenders who are or may become a party to this Agreement;  (e) WACHOVIA BANK, NATIONAL ASSOCIATION, as
Administrative Agent for the Lenders, and (f) 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 June 30, 2004 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
term loan (the “Term Loan”) in the aggregate principal amount of
$4,500,000.  The Original Borrowers’
obligation to repay the Term Loan with interest is evidenced by the Original
Borrowers’ Term Note dated June 30, 2004 from the Original Borrowers made
payable to the Lenders in the principal amount of $4,500,000 (as the same may
from time to time be amended, restated, supplemented, or otherwise modified,
the “Note”).  The Original Borrowers’
obligations are guaranteed by the Guarantor pursuant to a Guaranty Agreement
dates as of June 30, 2004 from the Guarantor (as the same may from time to time
be amended, restated, supplemented or otherwise modified, the “Guaranty”).  The obligations of the Guarantor under the
Guaranty are secured by, among other things, an Indemnity Deed of Trust dated
as of June 30, 2004 from the Guarantor to certain trustees for the benefit of
Wachovia Bank, National Association on behalf of itself and the lenders (as the
same may from time to time be amended, restated, supplemented, or otherwise
modified, the “Deed of Trust”).


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 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 the Credit Agreement in respect of such
assumption and joinder, and (b) modify certain other terms and conditions of
the Loan Documents, and the Agents and the Lenders have so agreed.


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, the Guarantor, or any other party or parties to evidence, secure, or
guarantee, or in connection with, the Term Loan.


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.


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 Term Loan 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 and the Guarantor (collectively, the “Obligors”) 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 Obligors 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 Obligors since the date of the most
recent financial statements of the Obligors 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 Obligors,
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, 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.



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6.             Ratification
and No Novation.  The
Obligors hereby ratify and confirm all of their respective obligations, liabilities
and indebtedness under the provisions of the Note, the Credit Agreement, the
Guaranty, the Deed of Trust, and the other Loan Documents, as the same may be
amended and modified by this Agreement. 
The Lenders, the Agents and the Obligors 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
Obligors or any other party under the provisions of the Loan Documents.  The Obligors agree that all of the provisions
of the Note, the Credit Agreement, the Guaranty, the Deed of Trust, 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 (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 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TESSCO BUSINESS SERVICES, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TESSCO INCORPORATED.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  LENDERS:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  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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