Exhibit 10.2
REAFFIRMATION AGREEMENT
This REAFFIRMATION AGREEMENT, dated as of October 19, 2017 (as amended or otherwise modified from time to time, this “Agreement”), by and among TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Parent”), each Subsidiary of Parent party hereto (Parent and each such Subsidiary, collectively the “Reaffirming Parties” and each, a “Reaffirming Party”), in favor of SUNTRUST BANK, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of Secured Parties. All capitalized terms used in this Agreement and not otherwise defined herein will have the respective meanings set forth in the Credit Agreement (as hereinafter defined).
RECITALS:
WHEREAS, Parent is party to that certain Credit Agreement dated as of June 24, 2016, among Parent, the Subsidiaries of Parent party thereto as “Borrowers,” the Lenders from time to time parties thereto, the Issuing Bank, and the Administrative Agent, as amended by that certain First Amendment to Credit Agreement dated as of July 17, 2017 (as the same may have been further amended, restated, supplemented, or otherwise modified from time to time before the date hereof, the “Original Credit Agreement”);
WHEREAS, Borrowers have requested an amendment and restatement of the Original Credit Agreement to, among other things, (a) provide for an Aggregate Revolving Commitment Amount of $75,000,000 and (b) include Eligible Inventory in the Borrowing Base;
WHEREAS, concurrently herewith, the Original Credit Agreement is being amended and restated in its entirety by that certain Amended and Restated Credit Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Administrative Agent, and the Lenders party thereto;
WHEREAS, pursuant to the terms and conditions of the Original Credit Agreement, the Reaffirming Parties previously (a) entered into that certain Guaranty and Security Agreement dated as of June 24, 2016 (as the same may have been amended, restated, supplemented, or otherwise modified from time to time before the date hereof, the “Original Guaranty and Security Agreement”) and (b) delivered certain other Loan Documents to the Administrative Agent for the benefit of the Secured Parties (the Original Guaranty and Security Agreement, together with such other Loan Documents, collectively, the “Existing Loan Documents”);
WHEREAS, each Reaffirming Party expects to realize, or has realized, substantial direct and/or indirect benefits as a result of the Credit Agreement’s becoming effective and the consummation of the transactions contemplated thereby; and
WHEREAS, it is a condition precedent to effectiveness of the Credit Agreement and the continued making of the financial accommodations of the Administrative Agent and Lenders under the Credit Agreement that each Reaffirming Party enter into this Agreement to acknowledge and agree that the Existing Loan Documents (as amended by the Credit Agreement) and the liens and security interests granted and issued thereunder continue to secure and guarantee the Obligations under the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. RULES OF INTERPRETATION. The rules of interpretation contained in the Credit Agreement shall apply to this Agreement. |
