Exhibit
10.1


 


FIRST MODIFICATION
AGREEMENT


 


THIS FIRST
MODIFICATION AGREEMENT (this “Agreement”) is made as of February 28, 2005, by
and among (a) TESSCO TECHNOLOGIES
INCORPORATED, a Delaware corporation (“TESSCO”), CARTWRIGHT
COMMUNICATIONS COMPANY a Delaware corporation, 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 “Borrowers”); (b) the Lenders who are or may become a party to
this Agreement;  (c) WACHOVIA BANK,
NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, (d) SUNTRUST
BANK, as Arrangement Agent.


 


RECITALS


 


Pursuant to a
Credit Agreement dated as of September 25, 2003 by and among the Borrowers, the
Lenders named therein, the Administrative Agent and the Arrangement 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 $30,000,000 at any one time
outstanding.  The Borrowers’ obligation
to repay the Loans with interest is evidenced by the Borrowers’ Revolving
Credit Note dated September 25, 2003 from the 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”).


 


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, the Administrative Agent and the Arrangement Agent extend the maturity
of the Revolving Credit Facility, and Lenders, the Administrative Agent and the
Arrangement 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.  Effective as of the date hereof, the date “September
1, 2006” appearing in Section 2.6 of the Credit Agreement is hereby deleted and
the date “September 1, 2007” is hereby inserted in lieu thereof.


 


3.                                       Amendments to Note. 
Effective as of the date hereof, the date “September 1, 2006” appearing
in the last sentence of Section 3 of the Note is hereby deleted and the date “September
1, 2007” is hereby inserted in lieu thereof.


 


4.             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 Agents that as of the date hereof (a) no event of default
exists under the provisions of the Loan Documents, (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, (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 Agents 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 Agents
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 Agents
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.


 


5.             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 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 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.


 


6.             Fees, Costs and Expenses.  In accordance with Section 4.2(e) of the
Credit Agreement, the Borrowers shall pay to the Lenders on the date hereof, an
extension fee in the amount of $37,500. In addition, upon demand, the Borrowers
shall pay to the Agents and the 


 


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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.


 


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


 


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


 


 


                                [Remainder of
Page Intentionally Left Blank]


 


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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/ David M. Young

  	
   

  	
  By:

  	
  /s/ Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CARTWRIGHT COMMUNICATIONS COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /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 and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
					



 


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  WIRELESS SOLUTIONS INCORPORATED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ David M. Young

  	
   

  	
  By:

  	
  /s/ Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO BUSINESS SERVICES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ David M. Young

  	
   

  	
  By:

  	
  /s/ Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  

  	
   

  	
  By:

  	
  /s/ Sean Sands

  
	
   

  	
   

  	
   

  	
  Sean
  Sands

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
  By:

  	
  /s/ Gregory Farno

  
	
   

  	
   

  	
   

  	
  Gregory
  Farno

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
  By:

  	
  /s/ Sean Sands

  
	
   

  	
   

  	
   

  	
  Sean
  Sands

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President

  
						



 


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  ARRANGEMENT AGENT:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
  By:

  	
  /s/ Gregory Farno

  
	
   

  	
   

  	
   

  	
  Gregory
  Farno

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President

  



 


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