Exhibit
10.2


REVOLVING CREDIT
NOTE


	
  $50,000,000

  	
  May 31, 2007

  
	
   

  	
  Baltimore, Maryland

  



 


FOR
VALUE RECEIVED, 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 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 (collectively, the “Borrowers”)
jointly and severally promise to pay to the order of SUNTRUST BANK, WACHOVIA
BANK, NATIONAL ASSOCIATION, AND THE OTHER LENDERS FROM TIME TO TIME SIGNATORY
TO THE HEREINAFTER DESCRIBED CREDIT AGREEMENT (collectively, the “Lenders”),
in care of SunTrust Bank as Administrative Agent pursuant to the Credit
Agreement (in such capacity, the “Agent”) at its place of business as
reported in the schedules to the Credit Agreement, or at such other place as
Agent may designate from time to time in writing, in lawful money of the United
States of America and in immediately available funds, the amount of FIFTY
MILLION DOLLARS AND ZERO CENTS ($50,000,000) or so much thereof as shall be
advanced and remain outstanding pursuant to the Credit Agreement, together with
interest on the balance hereof from time to time, from the date of this Note
through and including the date the entire principal sum hereof has been paid in
full, all upon the following terms and conditions:


1.             Credit Agreement.  This Note is issued pursuant to that certain
Credit Agreement dated as even herewith, by and among (a) the Borrowers, (b)
the Lenders, and (c) the Agent, as administrative agent.  Capitalized terms used in this Note and not
otherwise defined herein shall have the meaning ascribed thereto in the Credit
Agreement.   This Note is entitled to the
benefit of the Credit Agreement and all of the other Loan Documents referred to
therein.


2.             Interest Rate.  Subject to the provisions of Sections 4.7(a)
and 4.7(b) of the Credit Agreement, except for any period during which an Event
of Default under the Credit Agreement shall have occurred and be continuing,
the unpaid principal balance of this Note shall bear interest at a floating and
fluctuating per annum rate of interest equal at all times to the sum of the
LIBOR Index plus the Applicable Margin. 
If the provisions of Section 4.7(a), or 4.7(b) of the Credit Agreement
shall apply, so long as no Event of Default has occurred and is then
continuing, the unpaid principal balance of this Note shall bear interest at a
floating and fluctuating per annum rate of interest equal at all times to the
sum of the Prime Rate plus the Applicable Margin.


Upon
the occurrence and during the continuance of an Event of Default, the unpaid
principal balance of this Note shall bear interest at a per annum rate of
interest three percent (3%) in excess of the rate otherwise applicable hereto.













3.             Repayment.  Accrued interest shall be payable monthly on
the first (1st) day
of each month, commencing on July 1, 2007.  The entire unpaid principal balance of this
Note, together with all accrued and unpaid interest thereon, shall be due and
payable on June 1, 2010.


4.             Computation of Interest.  Interest shall be computed on the basis of a
360 day-year and assessed for the actual number of days elapsed. The rate of interest payable hereunder
shall be adjusted monthly upon any change in the LIBOR Index, or daily upon any
change in the Prime Rate, as applicable.


5.             Revolving Note Account.  The Agent shall open and maintain on its
books in the ordinary course of its business an account of amounts outstanding
hereunder.  Except in the case of
manifest error, such account shall be conclusive and binding on the Borrowers
as to amounts due by the Borrowers under the provisions of this Note.


6.             Business Days.  If any payment on this Note becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate of interest as
herein provided during such extension.


7.             Events of Default and Remedies.
Upon the occurrence of an Event of 
Default specified in Sections 11.1(i) or (j) of the Credit Agreement,
the unpaid balance of this Note, together with interest accrued and unpaid
thereon, shall immediately and automatically become due and payable by the
Borrowers to the Agent for the benefit of the Lenders.  Upon the occurrence of any other Event of
Default under the Credit Agreement, or upon the failure of the Borrower to pay
when due in accordance with this Note, the unpaid principal balance of this
Note, or any payment of interest thereon, with
the consent of the Required Lenders, the Agent may, or upon the request of the
Required Lenders, the Agent shall, accelerate the maturity of this Note
and declare the unpaid balance of this Note then outstanding together with
interest accrued and unpaid thereon to be immediately due and payable, then and
in that event the entire balance of this Note then outstanding together with
interest accrued and unpaid thereon shall be jointly and severally immediately
due and payable by the Borrowers to the Agent for the benefit of the Lenders.


8.             Waiver of Due Diligence, Etc.
The Borrowers waive diligence, presentment, demand, protest and notice of any
kind except for any notice expressly provided for herein.


9.             Prepayment.   Subject to the provisions of the Credit
Agreement, the Borrowers  may prepay all
or any portion of this Note at any time or from time to time without
premium.  All prepayments shall be
applied first to interest accrued and unpaid and the balance, if any, shall be
applied (as applicable) to the then unpaid principal balance hereof.


10.           Late Charge.  If the Borrowers fail to make any payment of
principal, interest, prepayments (except for voluntary prepayments), fees or
any other amount becoming due pursuant to the provisions of the Credit
Agreement or this Note or the Letter of Credit Agreements, within fifteen days
of the date due and payable, the Borrowers shall pay to the Agent for the
benefit of the Lenders, upon demand, a late charge equal to five percent (5.0%)
of the amount of such payment.  Such
fifteen-day period shall not be construed in any way to



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extend the due
date of any such payment.  Late charges
are imposed for the purpose of defraying the Lenders’ expenses incident to the
handling of delinquent payments, and are in addition to, and not in lieu of,
the exercise by the Agent or the Lenders of any rights and remedies hereunder
or under applicable laws and any fees and expenses of any agents or attorneys
which the Agent or the Lenders may employ upon the occurrence of an Event of
Default.


11.           Manner of Payment.  (a) All payments and prepayments of this
Note, interest thereon and any other amounts payable hereunder shall be paid in
lawful money of the United States of America in immediately available funds
during regular business hours of the Agent at the Agent’s office specified in
the Credit Agreement or at such other place as the Agent may at any time or
from time to time designate in writing to the Borrowers.


(b)           The Borrowers have elected to
authorize the Agent to effect payment of sums due under this Note by means of
debiting the Borrowers’ account number                         .  This authorization shall not affect the
obligation of the Borrowers to pay such sums when due, without notice, if there
are insufficient funds in such account to make such payment in full on the due
date thereof, or if the auto-debit feature is at any time terminated by the
Agent.


12.           Collection Costs.   If this Note is forwarded to an attorney for
collection after maturity hereof (whether by acceleration, declaration,
extension or otherwise), the Borrowers shall pay to the Agent on demand all costs
and expenses of collection including reasonable attorney’s fees.


13.           Continuing Validity.  The fact that there may be no amounts
outstanding hereunder at any particular time shall not affect the continuing
validity of this Note.


14.           Remedies Cumulative, Etc. The
rights and remedies of the Agent and the Lenders under this Note, the Credit
Agreement and the other Loan Documents shall be cumulative and concurrent and
may be pursued and exercised singularly, successively or concurrently at the
sole discretion of the Agent and the Lenders and may be exercised as often as
the Agent and the Lenders shall deem necessary or desirable, and the
nonexercise by the Agent and the Lenders of any such rights and remedies in any
particular instance shall not in any way constitute a waiver or release thereof
in that or any subsequent instance.


15.          Waiver
of Jury Trial.  The Borrowers hereby
voluntarily and intentionally waive any right they may have to a trial by jury
in any action, proceeding or litigation directly or indirectly arising out of,
under or in connection with this Note, the Credit Agreement or any of the other
Loan Documents.


16.           Governing Law. This Note shall
be governed and construed under the laws of the State of Maryland, and each
Borrower hereby irrevocably consents and submits to the jurisdiction and venue
of any state or federal court sitting in the State of Maryland over any  suit,



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action or judicial
proceeding brought to enforce or construe this Note or arising out of or
relating to this Note.


[signature page follows]



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IN WITNESS
WHEREOF, the Borrowers have caused this Note to be executed in their names,
under their seals and on their behalf by their duly authorized representatives
the day and year first written above.


	
  WITNESS/ATTEST:

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WIRELESS SOLUTIONS INCORPORATED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
  By:

  	
     /s/ Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  President

  	
   

  



 


 


[signatures
continue]



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  TESSCO BUSINESS SERVICES, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
  By:

  	
     /s/ Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  President and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO SUPPLY CHAIN SERVICES, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
  By:

  	
     /s/ Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO PRODUCT SOLUTIONS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
  By:

  	
     /s/ Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO INTEGRATED SOLUTIONS, LP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  TESSCO Product Solutions, LLC,

  	
   

  
	
   

  	
   

  	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
   

  	
   

  	
  By:

  	
     /s/ Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GW SERVICE SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
  By:

  	
     /s/ Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  President

  	
   

  
							



 



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