WHEREAS,

the parties hereto are parties to that certain Credit Agreement dated June 25, 2013, as amended by Amendment No. 1 to Credit Agreement dated as of July 29, 2013, as further amended by Amendment No. 2 to Credit Agreement date as of February 28, 2014 and as further amended by Amendment No. 3 to Credit Agreement dated as of June 9, 2014 (as it may be further amended, restated, supplemented, and modified from time to time, the “Credit Agreement”);  

WHEREAS,

the Lenders have extended credit to the Borrower for the purposes permitted in the Credit Agreement;

WHEREAS,

the Loan Parties have requested that the Lenders modify certain of the provisions of the Credit Agreement as more fully set forth in this Fourth Amendment; and

WHEREAS,

subject to the representations and warranties of the Loan Parties in this Fourth Amendment and the Loan Documents and the terms and conditions set forth in this Fourth Amendment, the Lenders are willing to so amend the Credit Agreement.

1.1

Section 7.1.  Section 7.1(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Four Fiscal Quarter Period Ending

Maximum Consolidated Senior Leverage Ratio

9/30/2013

3.50x

12/31/2013

3.50x

3/31/2014

3.50x

6/30/2014

3.50x

9/30/2014

3.50x

12/31/2014

3.25x

3/31/2015

3.25x

6/30/2015

3.25x

9/30/2015

3.00x

12/31/2015

3.00x

3/31/2016

2.75x

6/30/2016

2.50x

9/30/2016 and each fiscal quarter ending thereafter

2.00x

2.1

The Loan Parties hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that:

(a)

immediately upon giving effect to this Fourth Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Default or Event of Default has occurred and is continuing;

(b)

each Loan Party has the corporate or other power and authority to execute and deliver this Fourth Amendment and to perform their obligations under the Loan Documents, as amended by this Fourth Amendment;

(c)

the execution and delivery by the Loan Parties of this Fourth Amendment and the performance by the Loan Parties of their obligations under the Loan Documents, as amended by this Fourth Amendment, have been duly authorized by all necessary corporate or limited liability company action on the part of the Loan Parties;

(d)

this Fourth Amendment has been duly executed and delivered by the Loan Parties and is the binding obligation of each Loan Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principals (whether enforcement is sought by proceedings in equity or at law); and

(e)

as of the date hereof, no Loan Party has any defenses against the obligations to pay any amounts under the Obligations.  

2.2

The Loan Parties acknowledge that the Administrative Agent and the Lenders have acted in good faith and have conducted in a commercially reasonable manner their relationships with the Loan Parties in connection with this Fourth Amendment and in connection with the Loan Documents.

2.3

The Loan Parties understand and acknowledge that the Administrative Agent and the Lenders, are entering into this Fourth Amendment in reliance upon, and in partial consideration for, the above representations, warranties, and acknowledgements, and the Loan Parties agree that such reliance is reasonable and appropriate.

4.1

No Default.  No Default or Event of Default shall have occurred and be continuing and all representations and warranties in Section 2 shall be true and correct in all material respects.

4.2

Execution of this Amendment.  Each of the parties hereto shall have duly executed a counterpart of this Fourth Amendment and each shall have delivered the same to Administrative Agent.

4.3

Expenses.  The Administrative Agent shall have received payment of all of its costs and expenses incurred through the effective date of this Fourth Amendment pursuant to and in accordance with the Credit Agreement, including the reasonable costs and expenses of counsel to the Administrative Agent incurred in connection with this Fourth Amendment, to the extent that the Borrower has received an invoice for such costs and fees at least one (1) Business Day prior to the date of the Fourth Amendment.

4.4

Fees.  The Borrower shall have paid to the Administrative Agent, for the account of each Lender that has agreed to execute this Fourth Amendment, an amendment fee equal to 0.10% of the aggregate principal amount of the commitments in respect of the Facilities of the Lenders under the Credit Agreement, as follows:

(a)

$40,000.00 to SVB;

(b)

$35,000.00 to Manufacturers & Traders Trust Company;

(c)

$15,000.00 to General Electric Capital Corporation;

(d)

$20,000.00 to GE Capital Bank; and

(e)

$20,000.00 to PNC Bank, National Association.

BORROWER:

TELECOMMUNICATION SYSTEMS, INC.

By:

/s/ Thomas M. Brandt, Jr.

Name:  

Thomas M. Brandt, Jr

Title:

Sr. Vice President & CFO

SOLVERN INNOVATIONS, INC.

By:

/s/ Thomas M. Brandt, Jr.

Name:  

Thomas M. Brandt, Jr

Title:

Treasurer

NETWORKS IN MOTION, INC.

By:

/s/ Thomas M. Brandt, Jr.

Name:  

Thomas M. Brandt, Jr

Title:

Treasurer

MICRODATA GIS, INC.

By:

/s/ Thomas M. Brandt, Jr.

Name:  

Thomas M. Brandt, Jr

Title:

Treasurer

MICRODATA, LLC

By:

/s/ Thomas M. Brandt, Jr.

Name:  

Thomas M. Brandt, Jr

Title:

Treasurer

NEXTGEN COMMUNICATIONS, INC.

By:

/s/ Thomas M. Brandt, Jr.

Name:

Thomas M. Brandt, Jr

Title:

Treasurer

ADMINISTRATIVE AGENT:

SILICON VALLEY BANK,

as the Administrative Agent

By:

/s/ Michael Shuhy

Name:

Michael Shuhy

Title:

Director

LENDERS:

SILICON VALLEY BANK,

as Issuing Lender, Swingline Lender and as a Lender

By:

/s/ Michael Shuhy

Name:

Michael Shuhy

Title:

Director

GE CAPITAL BANK,

as a Lender

By:

/s/ Heather-Leigh Glade

Name:

Heather-Leigh Glade

Title:

Duly Authorized Signatory

GENERAL ELECTRIC CAPITAL CORPORATION,

as a Lender

By:

/s/ Colin Torrance

Name:

Colin Torrance

Title:

Its Duly Authorized Signatory

PNC BANK, NATIONAL ASSOCIATION

as a Lender

By:

/s/ Timothy M. Naylon

Name:

Timothy M. Naylon

Title:

Senior Vice President

Manufacturers & Traders Trust Company,

as a Lender

By:

/s/ John S. Goldthwait, Jr.

Name:

John S. Goldthwait, Jr.

Title:

Vice President