SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 22nd, 2022 • Tuesday Morning Corp/De • Retail-variety stores • New York
This CREDIT AGREEMENT, dated as of May 9, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into among TUESDAY MORNING, INC., a Texas corporation (the “Borrower”), each of the Subsidiary Guarantors (as hereinafter defined), TUESDAY MORNING CORPORATION, a Delaware corporation (“Parent”), TMI HOLDINGS, INC., a Delaware corporation (“Intermediate Holdings”), the Lenders (as hereinafter defined) party hereto from time to time, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent (in such capacities, together with any successor thereto in such capacities, the “Administrative Agent”) and 1903P LOAN AGENT, LLC, as documentation agent for the FILO B Facility (as hereinafter defined) (in such capacity, together with any successor thereto in such capacity, the “FILO B Documentation Agent”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 22nd, 2022 • Tuesday Morning Corp/De • Retail-variety stores • New York
CREDIT AGREEMENT dated as of December 31, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among TUESDAY MORNING, INC., a Texas corporation (the “Borrower”), each of the Subsidiary Guarantors (as hereinafter defined), TUESDAY MORNING CORPORATION, a Delaware corporation (“Parent”), TMI HOLDINGS, INC., a Delaware corporation (“Intermediate Holdings”), the LENDERS party hereto from time to time and ALTER DOMUS (US) LLC, as administrative agent (in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENT by and among TUESDAY MORNING CORPORATION and THE PURCHASERS PARTY HERETORegistration Rights Agreement • September 22nd, 2022 • Tuesday Morning Corp/De • Retail-variety stores • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 20, 2022 by and among Tuesday Morning Corporation, a Delaware corporation (“TMC”), and the parties set forth on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”); provided, that, each of Philip Hixon and William Baumann shall become a party to this Agreement and a “Purchaser” for purposes of this Agreement only upon execution of a signature page to this Agreement not later than 14 days following the date of this Agreement.
JSC NOTEJSC Note • September 22nd, 2022 • Tuesday Morning Corp/De • Retail-variety stores • New York
The Issuer hereby acknowledges this Conversion Notice and hereby directs Computershare, Inc. to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated September __, 2022 from the Issuer and acknowledged and agreed to by Computershare, Inc.
FILO C NOTEFilo C Note • September 22nd, 2022 • Tuesday Morning Corp/De • Retail-variety stores • New York
The Issuer hereby acknowledges this Conversion Notice and hereby directs Computershare, Inc. to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated September __, 2022 from the Issuer and acknowledged and agreed to by Computershare, Inc.
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT dated as of September 20, 2022 by and among TUESDAY MORNING CORPORATION, as Issuer TUESDAY MORNING, INC., THE PURCHASERS PARTY HERETO and TASCR VENTURES CA, LLC, as Collateral AgentNote Purchase Agreement • September 22nd, 2022 • Tuesday Morning Corp/De • Retail-variety stores • New York
This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 20, 2022, is by and among Tuesday Morning Corporation, a Delaware corporation (“Issuer”), Tuesday Morning, Inc., a Texas corporation and indirect wholly owned subsidiary of Issuer (“TUEM Inc.”), the purchasers set forth on Schedule I hereto (each, a “Purchaser” and, collectively, the “Purchasers”) and TASCR Ventures CA, LLC as Collateral Agent.
