Exhibit
10.3


SECOND AMENDMENT


THIS SECOND
AMENDMENT (this “Amendment”) is made effective as of May 31, 2007, 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, 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 (all of the aforementioned entities, including TESSCO, being hereinafter called collectively the
“Borrowers”); (b) TESSCO INCORPORATED, a Delaware corporation
(the “Guarantor”) (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 June 30, 2004 by and among TESSCO,  Cartwright Communications Company, a Delaware
corporation (“Cartwright”), TESSCO Service Solutions, Inc., TESSCO
Communications Incorporated, Wireless Solutions Incorporated, TESSCO Business
Solutions, LLC, (all of the aforementioned entities being hereinafter called collectively
the “Original 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 Original Borrowers a term loan in
the principal amount of $4,500,000 (the “Loan”).  The Original Borrowers’ obligation to repay
the Loan with interest is evidenced by a Term Note dated June 30, 2004 from the
Original Borrowers made payable to the Lenders in the principal amount of the
Loan (as the same may from time to time be amended, restated, supplemented, or
otherwise modified, the “Note”).


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.


The Credit
Agreement was amended by a Joinder, Assumption, Ratification and Modification
Agreement dated as of August 29, 2006, by and among the Borrowers, the Lenders
named therein, and the Agents, whereby the Lenders and the Agents permitted
TESSCO Supply Chain Services, LLC, TESSCO Product Solutions, LLC, TESSCO Integrated
Solutions, LP, and GW Service Solutions, Inc. to jointly and severally assume
the obligations under the Loan Documents, and modify certain other terms and
conditions of the Loan Documents.













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 Loan.


 The Borrowers have now requested that the
Lenders and the Agents make certain modifications to the Credit Agreement, and
the Lenders and the Agents 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 effective date of this
Agreement, the definition of “Revolving Credit Agreement” appearing in Section
1.1 of the Credit Agreement is hereby deleted in its entirety and the following
is substituted in lieu thereof:


“Revolving Credit
Agreement” means that certain Credit Agreement dated as of the 31st day of May,
2007 by and among (a) TESSCO Technologies
Incorporated, 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, 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, GW Service Solutions, Inc., a
Delaware corporation


3.             Representations and Warranties.  In order to induce the Lenders and the Agents
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) except as to matters of which the
Borrowers have advised the Administrative Agent in a writing and which have
been acknowledged by the Administrative 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
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.


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 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.


5.             Fees, Costs and Expenses.  The Borrowers shall pay to the Agents and the
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.


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 Agents, and the Borrowers, and their
respective successors and assigns.


[Remainder of Page
Intentionally Left Blank]













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

  
	
   

  	
   

  	
   

  
	
  

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  TESSCO BUSINESS SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/

  	
  By:

  	
     /s/ Robert B. Barnhill, Jr.

  	
   

  
	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
  President and Chief Executive Officer

  



 


[signatures continue]













 


	
  

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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/ Timothy A. Knabe

  	
   

  
	
   

  	
   

  	
  Timothy A. Knabe

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/

  	
  By:

  	
   

  	
     /s/ Gregory Farno

  	
   

  
	
   

  	
   

  	
  Gregory Farno

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
  

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/

  	
  By:

  	
   

  	
     /s/ Timothy A. Knabe

  	
   

  
	
   

  	
   

  	
  Timothy A. Knabe

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  ARRANGEMENT
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/

  	
  By:

  	
   

  	
     /s/ Gregory Farno

  	
   

  
	
   

  	
   

  	
  Gregory Farno

  
	
   

  	
   

  	
  Senior Vice President