8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2008

TESSCO Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware	0-24746	52-0729657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11126 McCormick Road, Hunt Valley, Maryland 21031

(Address of Principal Executive Offices) (Zip Code)

(410) 229-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Stock Repurchase Agreement with Brightpoint, Inc.

On July 1, 2008, TESSCO Technologies Incorporated (the “Company”) entered into a Stock Repurchase Agreement (the “Stock Repurchase Agreement”) with Brightpoint, Inc. (“Brightpoint”), pursuant to which the Company agreed to purchase all of Brightpoint’s share holdings in the Company (470,000 shares).  The purchase price for the shares was $13.64 per share, and the total consideration paid by the Company to Brightpoint in connection with the stock repurchase was $6,410,800.

The foregoing description of the Stock Repurchase Agreement is qualified in its entirety by reference to the complete terms and conditions of the Stock Repurchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On July 1, 2008, the Company issued a press release announcing its entry into the Stock Repurchase Agreement.  A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The Board of Directors of the Company (the “Board”) fixed the close of business on June 4, 2008, as the record date for determining the shareholders of the Company entitled to notice of and to vote at the Company’s 2008 Annual Meeting of Shareholders (the “Annual Meeting”).  Information regarding the beneficial ownership of common stock of the Company as of the record date by (i) all shareholders known by the Company to beneficially own more than five percent of the Company’s common stock, (ii) each of the directors and each of the Chief Executive Officer and Chief Financial Officer during fiscal year 2008 and the other three most highly compensated executive officers at fiscal year end 2008 (the “named executive officers”), and (iii) all directors and named executive officers as a group, is set forth in the Company’s Proxy Statement dated June 20, 2008.  The 470,000 shares repurchased by the Company from Brightpoint will not be counted for quorum purposes and will not be voted at the Annual Meeting.

The following table sets forth information regarding the beneficial ownership of common stock of the Company, as of July 1, 2008, immediately following the transactions contemplated by the Stock Repurchase Agreement, by (i) all shareholders known by the Company to beneficially own more than five percent of the Company’s common stock, (ii) each of the directors and each of the Chief Executive Officer and Chief Financial Officer during fiscal year 2008 and the other named executive officers, and (iii) all directors and named executive officers as a group.  Percentage of beneficial ownership is based on 4,836,362 shares of common stock outstanding on July 1, 2008, immediately following the consummation of the transactions contemplated by the Stock Repurchase Agreement.

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Name of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership	Percent of Class
Directors and Named Executive Officers:
Robert B. Barnhill, Jr. (2)	1,384,036	27.8	%
Jay G. Baitler	2,000	*
John D. Beletic	41,049	*
Benn R. Konsynski, Ph.D.	71,268	1.5	%
Daniel Okrent	23,224	*
Dennis J. Shaughnessy	29,693	*
Morton F. Zifferer, Jr.	43,550	*
Gerald T. Garland	30,503	*
Douglas A. Rein	22,810	*
Said Tofighi	13,280	*
David M. Young	25,261	*
All Directors and Named Executive Officers as a group (11 persons) (3)	1,686,674	33.9	%
Principal Shareholders:
Discovery Group L.P. (4)	635,399	13.1	%
Renaissance Technologies (5)	334,400	6.9	%

* Less than 1% of the outstanding common stock.

(1)	Unless otherwise noted, each person exercises sole (or shares with a spouse or other immediate family member) voting and dispositive power as to the shares reported. Persons are deemed to beneficially own shares which they have the right to acquire beneficial ownership of within 60 days. Shares subject to options exercisable within 60 days of July 1, 2008 are deemed outstanding for computing the percentage of the outstanding shares held by the person holding such options, but not for computing the percentage of shares held by any other person.
(2)	Includes 250,000 shares held by Mr. Barnhill’s spouse and children; 135,000 shares subject to currently exercisable stock options; and 15,000 shares held by a private charitable foundation of which Mr. Barnhill and his spouse are the sole directors. Mr. Barnhill disclaims beneficial ownership over the shares held by the foundation. Mr. Barnhill’s address is 11126 McCormick Road, Hunt Valley, Maryland 21031.
(3)	Includes 135,000 shares subject to currently exercisable stock options.
(4)	The number of shares beneficially owned was derived from Form 4 filed by Discovery Group I, LLC on July 3, 2008. Discovery’s address is 191 North Wacker Drive, Suite 1685, Chicago, Illinois 60606. The percent of class ownership was calculated based on the updated number of shares outstanding.
(5)	The number of shares beneficially owned was derived from Form 13F filed by Renaissance Technologies, LLC on May 15, 2008. Renaissance’s address is 800 Third Avenue, 33rd Floor, New York, NY 10022. The percent of class ownership was calculated based on the updated number of shares outstanding.

Amendment to Credit Agreement

On June 30, 2008, the Company, certain of the Company’s Subsidiaries, SunTrust Bank and Wachovia Bank, National Association entered into a First Modification Agreement (the “First Modification Agreement”) that amended the Company’s Credit Agreement for its existing $50 million unsecured revolving credit facility (the “Credit Agreement”).  The First Modification Agreement amended a negative covenant in the Credit Agreement by increasing the amount of stock permitted to be repurchased by the Company from $10 million to $15 million during the term of the credit facility.  The foregoing description of the First Modification Agreement is qualified in its entirety by reference to the complete terms and conditions of the First

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Modification Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description of Exhibits
10.1	Stock Repurchase Agreement, dated as of July 1, 2008, between TESSCO Technologies Incorporated and Brightpoint, Inc.
10.2	First Modification Agreement, made effective as of June 30, 2008, to Credit Agreement dated as of May 31, 2007, by and among the Registrant and its primary operating subsidiaries as borrowers, and SunTrust Bank and Wachovia Bank, National Association, as lenders.
99.1	Press Release of TESSCO Technologies Incorporated dated July 1, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TESSCO Technologies Incorporated
By:	/s/ David M. Young
	David M. Young
	Senior Vice President and Chief Financial Officer
	Dated: July 7, 2008

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EXHIBIT INDEX

Exhibit No.	Description of Exhibits
10.1	Stock Repurchase Agreement, dated as of July 1, 2008, between TESSCO Technologies Incorporated and Brightpoint, Inc.
10.2	First Modification Agreement, made effective as of June 30, 2008, to Credit Agreement dated as of May 31, 2007, by and among the Registrant and its primary operating subsidiaries as borrowers, and SunTrust Bank and Wachovia Bank, National Association, as lenders.
99.1	Press Release of TESSCO Technologies Incorporated dated July 1, 2008.

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EX-10.1

EXHIBIT 10.1

EXECUTION COPY

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made as of July 1, 2008, between TESSCO Technologies Incorporated, a Delaware corporation (the “Buyer”), and Brightpoint, Inc., an Indiana corporation (the “Seller”).

WHEREAS, the Seller is the record and beneficial holder of 470,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Buyer (the “Shares”); and

WHEREAS, the Buyer desires to purchase the Shares from the Seller and the Seller desires to sell the Shares to the Buyer;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the Buyer and the Seller hereby agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES; CONSIDERATION

1.1Purchase and Sale of Shares.

(a)Upon the terms and subject to the conditions of this Agreement, on the Closing Date the Seller shall sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller, the Shares, free and clear of all Encumbrances.

(b)For purposes of this Agreement, “Encumbrances” shall mean all liens, claims, charges, assessments, options, security interests, proxies, agreements to vote and other legal and equitable encumbrances.

1.2Consideration.   In consideration for the Shares, the Buyer will pay to the Seller $6,410,800.

ARTICLE II
CLOSING

2.1Closing Date.  The purchase and sale of the Shares (the “Closing”) shall take place on July 1, 2008 at the offices of the Buyer at 11126 McCormick Road, Hunt Valley, Maryland 21031-1494 or at such other location or locations as the Buyer and the Seller may agree.  The time and date on which the Closing is actually held is referred to herein as the “Closing Date.”

2.2Delivery of Shares and Consideration.  At the Closing, the Seller agrees that it shall take all necessary actions and make all necessary arrangements to transfer the Shares to the Company directly, or to or through a designated agent of the Company, so that the transfer of the Shares to the Company is properly reflected on the books and records of the Company.  At the Closing, the Buyer shall pay to the Seller the cash amount set forth in Section 1.2, by wire transfer of immediately available funds to an account designated by Seller.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PARTIES

3.1Representations, Warranties and Agreements of the Seller.

(a)Authority of Seller.  The Seller has the requisite corporate power and authority to execute, deliver and perform this Agreement.  This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of the Seller enforceable in accordance with its terms.

(b)No Conflict.  Neither the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby nor compliance with or fulfillment of the terms, conditions and provisions hereof will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Shares, under (A) the restated articles of incorporation or amended and restated bylaws of the Seller, (B) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Seller is a party or the Shares are subject or by which the Seller is bound, (C) any court order to which the Seller is a party or any of the Shares are subject or by which the Seller is bound, or (D) any requirements of laws, rules or regulations affecting the Seller or the Shares or otherwise applicable to the transactions contemplated by this Agreement.

(c)Title to Shares.  The Seller represents and warrants to the Buyer that the Seller is the sole record and beneficial owner of the Shares, free and clear of all Encumbrances, and that the delivery and/or release, as applicable, of the Shares to the Buyer pursuant to this Agreement will transfer and convey good and valid title thereto to the Buyer, free and clear of all Encumbrances.  The Seller represents and warrants to the Buyer that the Shares constitute all of the equity interests of the Buyer owned by the Seller.

(d)Economic Risk; Sophistication. (i) The Seller represents and warrants that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed sale of the Shares to the Buyer and that it has made an independent decision to sell the Shares to Buyer based on the Seller’s knowledge about the Buyer and its business and other information available to the Seller, which it has determined is adequate for that purpose.  The Seller represents and warrants that it (A) has not received or relied upon any information (in any form, whether written or oral) furnished by Buyer or on behalf of the Buyer in making that decision, or (B) requested any such information from the Buyer which the Buyer has not furnished to the Seller.

(ii)The Seller represents, warrants, acknowledges and agrees that the Buyer and its affiliates, officers and directors, may possess material non-public information not known to the Seller regarding or relating to the Buyer, including, but not limited to, information concerning the business, financial condition, results of operations, prospects or restructuring plans of the Buyer, and the Seller represents, warrants, acknowledges and agrees that the Seller has not received or

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requested any such information, including any information with respect to Buyer’s fiscal quarter ended June 29, 2008, and agrees that neither the Buyer nor its affiliates, officers or directors shall have any liability whatsoever with respect to the nondisclosure of any such material non-public information, whether before or after the date of this Agreement.

(e)Value of the Shares.  The Seller acknowledges and confirms that it is aware that the closing sale price of the Common Stock (the “Stock Price”) has fluctuated since the Seller purchased the Shares and is likely to continue to fluctuate after the date of this Agreement, including possible material increases to such Stock Price. The Seller further acknowledges and confirms that it is aware that future changes and developments in (A) the Buyer’s business and financial condition and operating results, (B) the industries in which the Buyer competes and (C) overall market and economic conditions, may have a favorable impact on the value of the Common Stock after the sale by the Seller of the Shares to the Buyer pursuant to terms of this Agreement.

(f)The Seller represents and warrants that it is not relying on any representation or warranty by the Buyer in connection with the transactions contemplated by this Agreement except as expressly set forth in this Agreement.

3.2Representations, Warranties and Agreements of the Buyer.

(a)Authority of Buyer.  The Buyer has the requisite corporate power and authority to execute, deliver and perform this Agreement.  This Agreement has been duly authorized, executed and delivered by the Buyer and is the legal, valid and binding obligation of the Buyer enforceable in accordance with its terms.

(b)No Conflict.  Neither the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby nor compliance with or fulfillment of the terms, conditions and provisions hereof will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (A) the certificate of incorporation or by-laws of the Buyer, (B) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Buyer is a party or by which the Buyer is bound, (C) any court order to which the Buyer is a party or by which the Buyer is bound, or (D) any requirements of laws, rules or regulations affecting the Buyer or otherwise applicable to the transactions contemplated by this Agreement.

ARTICLE IV
COVENANTS OF THE PARTIES

4.1No Proxy and Voting of the Shares. (a) The Seller covenants and agrees that it shall not grant to any Person any proxy with respect to any of the Shares (other than to a designated representative of the Buyer pursuant to a proxy statement of the Buyer). The Seller further covenants and agrees that it shall cause all of the Shares for which it has the right to vote as of the record date for any meeting of stockholders of Buyer to be present for quorum

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purposes and to be voted at any such meeting or at any adjournments or postponements thereof, (x) in favor of each director nominated and recommended by the Board of Directors of Buyer (the “Board”) for election at any such meeting and (y) in accordance with the recommendation of the Board for each other matter that is subject to a vote of the stockholders at any such meeting.

(b)In furtherance of the foregoing, the Seller has executed, dated and delivered to the Buyer a completed proxy (the “Proxy”) for the Buyer’s Annual Meeting of Stockholders to be held on July 24, 2008 (the “Annual Meeting”), which Proxy has been voted (x) in favor of each director nominated and recommended by the Board for election at the Annual Meeting and (y) in accordance with the recommendation of the Board for each other matter that is subject to a vote of the stockholders at the Annual Meeting.  Seller further covenants and agrees that (i) it shall not revoke the Proxy without the Buyer’s consent and (ii) if requested by the Buyer, it shall grant a new proxy to the Buyer in favor of each director nominated and recommended by the Board for election and in accordance with the recommendation of the Board for each other matter that is subject to a vote of the stockholders, in each case in connection with any new solicitation of proxies by the Buyer in connection with the Annual Meeting or any adjournments or postponements thereof.

(c)Prior to filing any materials or documents with any Person in connection with the transactions contemplated by this Agreement, each of the Seller and the Buyer agrees that it shall use its respective reasonable efforts to afford the other party a reasonable opportunity to review and comment on such materials or documents.

4.2Agreement of the Seller.  The Seller agrees that for a period of one year from the date of this Agreement, the Seller will not, and shall cause its Affiliates not to (and the Seller and its Affiliates will not assist or form a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), act in concert or participate with or encourage other Persons to), directly or indirectly, acquire or offer to acquire, seek, propose or agree to acquire, by means of a purchase, tender or exchange offer, business combination or in any other manner, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act), of any of the assets, businesses or securities of the Buyer or any of its Affiliates, including rights or options to acquire such ownership (including from any third Person).

4.3Mutual Releases.  (a) The Seller, and anyone claiming through it or on its behalf, as the case may be, agrees to irrevocably and unconditionally release, waive and forever discharge the Buyer and its respective Affiliates (as hereinafter defined), officers, directors, stockholders and employees and past, present or future Affiliated Persons (as hereinafter defined) from, and covenants not to sue the Buyer Released Parties (as hereinafter defined) with respect to, any and all actions, causes of action, claims, demands, rights, remedies, expenses and liabilities of whatever kind or character, at law or in equity, whether now known or unknown, that such Seller now has, has ever had, or may ever have against any of the Buyer Released Parties with respect to the Buyer, specifically arising from or specifically related to the purchase by the Buyer of the Shares from the Seller as contemplated by the terms of this Agreement.

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(b)The Buyer, and anyone claiming through it or on its behalf, as the case may be, agrees to irrevocably and unconditionally release, waive and forever discharge the Seller and its respective Affiliates, officers, directors, partners and employees and past, present or future Affiliated Persons from, and covenants not to sue the Seller Released Parties (as hereinafter defined) with respect to, any and all actions, causes of action, claims, demands, rights, remedies, expenses and liabilities of whatever kind or character, at law or in equity, whether now known or unknown, that such Seller now has, has ever had, or may ever have against any of the Seller Released Parties with respect to the Seller, specifically arising from or specifically related to the sale by the Seller of the Shares to the Buyer as contemplated by the terms of this Agreement.

4.4Definitions.  As used in this Article IV, the terms set forth below shall be defined as follows:

(a)“Affiliated Persons” shall mean such entity’s directors, partners, members, officers, managers, shareholders, principals, administrators, other management personnel, employees or similar persons; provided, that “Affiliated Persons” shall only include individuals and not legal entities.

(b)“Affiliates” shall mean an entity or other business organization that directly or indirectly, controls, is controlled by or is under common control with Buyer, as the case may be.

(c)“Buyer Released Parties” shall mean the Buyer and its Affiliates and Affiliated Persons.

(d)“Governmental Authority” shall mean any court, government (federal, state, local or foreign), department, commission, board, bureau, agency, official or other regulatory, administrative or governmental body.

(e)“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

(f)“Seller Released Parties” shall mean the Seller and its Affiliates and Affiliated Persons.

ARTICLE V
MISCELLANEOUS

5.1Confidentiality.  The Seller agrees that it will treat in confidence all documents, materials and other information which it shall have obtained in regards to this Agreement and the transactions being effected hereby (whether obtained before or after the date of this Agreement).  Except as required by law (including applicable federal securities laws), the Seller agrees that it shall not disclose the terms or the nature of this Agreement or the transactions or

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consents being effected hereby.  Seller acknowledges that Buyer may disclose the terms or nature of this Agreement or the transaction or consents being effected hereby.

5.2Successors and Assigns.  This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, their legal representatives, heirs, executors, administrators, successors, assigns and transferees.

5.3Governing Law.   This Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of Delaware.

5.4Counterparts.  This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, but both of which together shall constitute one and the same instrument; and shall become binding when both counterparts have been signed by the parties hereto and delivered to both of the parties hereto.

5.5Amendment.  This Agreement may not be amended, modified or supplemented except by a writing signed by an authorized representative of each of the parties hereto.

5.6Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

5.7Specific Performance.  The parties hereto acknowledge and agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  Accordingly, each of the Seller and the Buyer agrees that, in the event of any breach of the provisions of this Agreement by such party, the non-breaching party, without prejudice to any rights to judicial relief it may otherwise have, shall be entitled to seek equitable relief, including injunction, and to enforce specifically the terms and provisions of this Agreement in any court of the United States of America or any state having jurisdiction.  Each of the parties hereto (to the extent such party is the breaching party) further agrees that it will not oppose the granting of such relief on the basis that the non-breaching party has an adequate remedy at law.

5.8Severability.  Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective in the jurisdiction involved to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

5.9Third Parties.  Without limitation of the provisions of Section 4.3, nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or a successor or permitted assign of such a party.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

TESSCO TECHNOLOGIES INCORPORATED
By:	/s/ David M. Young
	Name:  David M. Young
	Title:  SVP, Chief Financial Officer
BRIGHTPOINT, INC.
By:	/s/ Robert J. Laikin
	Name:  Robert J. Laikin
	Title:  Chairman of the Board and Chief Executive Officer

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EX-10.2

Exhibit 10.2

FIRST MODIFICATION AGREEMENT

THIS FIRST MODIFICATION AGREEMENT (this “Amendment”) is made effective as of June 30, 2008, 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, 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 (the aforementioned entities, including TESSCO, being hereinafter called collectively the “Borrowers”);  (b) SUNTRUST BANK  and WACHOVIA BANK, NATIONAL ASSOCIATION, as Lenders (in such capacity, the “Lenders”); and (c) SUNTRUST BANK, as Administrative Agent (in such capacity, the “Agent”).

RECITALS

Pursuant to a Credit Agreement dated as of May 31, 2007 by and among the Borrowers, the Lenders, and the 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 $50,000,000 at any one time outstanding.  The Borrowers’ obligation to repay the Loans with interest is evidenced by the Borrowers’ Revolving Credit Note dated May 31, 2007 from the Borrowers made payable to the Lenders in the principal amount of up to $50,000,000 (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 and the Agent make certain modifications to the Credit Agreement, and the Lenders and the 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.

(a)           Effective as of the effective date of this Agreement, Section 2.7 of the Credit Agreement is hereby deleted, and the following is inserted in lieu thereof:

“SECTION 2.7 Use of Proceeds.  The Borrowers shall use the proceeds of the Loans solely to refinance the Existing Facility and for working capital, Capital Expenditures, and Permitted Acquisitions by the Borrowers, including the payment of fees and expenses incurred in connection with such transactions, and to purchase not more than $15,000,000 of issued and outstanding stock during the term of the Credit Facility.”

(b)           Effective as of the effective date of this Agreement, Section 10.7 of the Credit Agreement is hereby deleted, and the following is inserted in lieu thereof:

SECTION 10.7 Limitations on Dividends and Distributions.  Declare or pay any dividends upon any of its capital stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any distribution of cash, property or assets among the holders of shares of its capital stock, or make any change in its capital structure; provided that (a) any Subsidiary (including any Subsidiary that is also a Borrower) may pay cash dividends to any of the Borrowers, and (b) the Borrowers may purchase up to $15,000,000 of their issued and outstanding stock in the aggregate during the term of the Credit Facility.

3.             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 Agent 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 Agent in a writing and which have been acknowledged by the 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 Agent 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 Agent 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 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.

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 Agent, 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 Agent 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 Agent, 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/ 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
	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
	WIRELESS SOLUTIONS INCORPORATED
/s/ David M. Young	By:	/s/ Robert B. Barnhill, Jr.
		Robert B. Barnhill, Jr.
		President

	TESSCO BUSINESS SERVICES, LLC
/s/ David M. Young	By:	/s/ Robert B. Barnhill, Jr.
		Robert B. Barnhill, Jr.
		President and Chief Executive Officer
	TESSCO SUPPLY CHAIN SERVICES, LLC
/s/ David M. Young	By:	/s/ Robert B. Barnhill, Jr.
		Robert B. Barnhill, Jr.
		President
	TESSCO PRODUCT SOLUTIONS, LLC
/s/ David M. Young	By:	/s/ Robert B. Barnhill, Jr.
		Robert B. Barnhill, Jr.
		President
	TESSCO INTEGRATED SOLUTIONS, LP
	By:	Tessco Product Solutions, LLC,
		its general partner
/s/ David M. Young		By:	/s/ Robert B. Barnhill, Jr.
			Robert B. Barnhill, Jr.
			President
	GW SERVICE SOLUTIONS, INC.
/s/ David M. Young	By:	/s/ Robert B. Barnhill, Jr.
		Robert B. Barnhill, Jr.
		President

LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Lucy Campbell
	Lucy Campbell
	VP - Credit Products
SUNTRUST BANK
By:	/s/ Gregory Farno
	Gregory Farno
	Senior Vice President
ADMINISTRATIVE AGENT:
SUNTRUST BANK
By:	/s/ Gregory Farno
	Gregory Farno
	Senior Vice President

EX-99.1

Exhibit 99.1

Contact:	David Young
	TESSCO Technologies Incorporated
	Chief Financial Officer
	(410) 229-1380
	young@tessco.com

TESSCO Announces Large Repurchase of Common Stock

HUNT VALLEY, Md., July 1, 2008 – TESSCO Technologies Incorporated (Nasdaq: TESS), a leading provider of the product and supply chain solutions needed to build, operate and use wireless networks and systems, today reported that it has repurchased all 470,000 shares of its common stock held by Brightpoint, Inc. (“Brightpoint”) in a privately negotiated transaction.

Pursuant to today’s agreement, TESSCO has purchased all of Brightpoint’s share holdings, 470,000 shares, or approximately 9% of the Company’s total outstanding common stock, for $13.64 per share, or a total of $6,410,800. The price per share was determined based on the 7 trading day trailing average closing price of the Company’s common stock on the Nasdaq Global Market determined as of the close of trading on June 30, 2008. The purchase will be funded through available cash and borrowings under the Company’s revolving credit facility. As of the close of business on June 27, 2008, TESSCO had approximately $5.0 million of net cash on hand and no borrowings outstanding on its $50 million revolving line of credit. The Company expects that this transaction will be accretive to earnings per share for the current fiscal year.

Chairman, President and CEO Robert B. Barnhill commented, “Since May 2003, we have maintained a stock buyback program, and under the program we have repurchased just over 2.6 million shares. We are pleased that these shares became available for our repurchase, as this transaction offers us a unique opportunity to repurchase a material number of our shares. Given our confidence in the Company’s growth prospects, this purchase of a large number of shares in a single transaction represents an attractive investment based on current market prices, and a significant step forward in our commitment to enhance value for our remaining shareholders.”

About TESSCO

TESSCO Technologies Incorporated is a provider of the product and supply chain solutions needed to build, operate and use wireless systems. TESSCO is committed to delivering, fast and complete, the product needs of wireless system operators, program managers, contractors, resellers, and self-maintained utility, transportation, enterprise and government organizations. As Your Total Source® provider of mobile and fixed-wireless network infrastructure products, mobile devices and accessories, and installation, test and maintenance equipment and supplies, TESSCO assures customers of on-time availability, while streamlining their supply chain process and lowering inventories and total costs. To learn more, please visit TESSCO.com.

Forward-Looking Statements

This press release, including the statements of Robert Barnhill, contains forward-looking statements as to anticipated results and future prospects. These forward-looking statements are based on current expectations and analysis, and actual results may differ materially. These forward-looking statements may generally be identified by the use of the words “may,” “will,” “expects,” “anticipates,” “believes,” “estimates,” and similar expressions, but the absence of these words or phrases does not necessarily mean that a statement is not forward-looking. Forward-looking statements involve a number of risks and uncertainties. Our actual results may differ materially from those described in or contemplated by any such forward-looking statement for a variety of reasons, including those risks identified in our most recent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission, under the heading “Risk Factors,” and otherwise. Consequently, the reader is cautioned to consider all forward-looking statements in light of the risks to which they are subject.

-more-

We are not able to identify or control all circumstances that could occur in the future that may adversely affect our business and operating results.  Without limiting the risks that we describe in our periodic reports and elsewhere, among the risks that could lead to a materially adverse impact on our business or operating results are the following: termination or non-renewal of limited duration agreements or arrangements with our vendors and affinity partners which are typically terminable by either party upon several months notice; loss of significant customers or relationships, including affinity relationships; loss of customers either directly or indirectly as a result of consolidation among large wireless service carriers and others within the wireless communications industry; the strength of the customers’, vendors’ and affinity partners’ business; economic conditions that may impact customers’ ability to fund or pay for the purchase of our products and services, including credit risk; our dependence on a relatively small number of suppliers and vendors, which could hamper our ability to maintain appropriate inventory levels and meet customer demand; failure of our information technology system or distribution system; technology changes in the wireless communications industry, which could lead to significant inventory obsolescence and/or our inability to offer key products that our customers demand; third-party freight carrier interruption; increased competition from competitors, including manufacturers or national and regional distributors of the products we sell and the absence of significant barriers to entry which could result in pricing and other pressures on profitability and market share; our inability to access capital and obtain financing as and when needed; transitional and other risks associated with acquisitions of companies that we may undertake in an effort to expand our business; the possibility that, for unforeseen reasons, we may be delayed in entering into or performing, or may fail to enter into or perform, anticipated contracts or may otherwise be delayed in realizing or fail to realize anticipated revenues or anticipated savings; our inability to protect certain intellectual property, including systems and technologies on which we rely; and our inability to hire or retain for any reason our key professionals, management and staff.

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