Exhibit 10.2


 


November 15, 2020


 


Tuesday Morning, Inc.


6250 LBJ Freeway


Dallas, Texas 75240


Attention: Steven R. Becker


Email: sbecker@tuesdaymorning.com


 


Re: Commitment Letter


 


Ladies and Gentlemen:


 


You have advised Tensile Capital Partners
Master Fund LP (“TCM”, “us” or “we”) that Tuesday Morning Corporation,
a Delaware corporation (“Parent” or “you”), seeks financing to make payments on the general
unsecured claims of Parent, Tuesday Morning, Inc., a Delaware corporation (“TMI”) and certain subsidiaries
of Parent and TMI, as well as make payments for claims, fees and expenses relating to its exit from bankruptcy (the “Transactions”),
all as more fully described in the Senior Subordinated Notes Term Sheet attached hereto as Annex A (the “Term Sheet”).


 


		1.	Commitments



 


You have requested
that TCM and select co-investors of TCM (collectively, the “Investors” or “we”) commit to
purchase senior subordinated notes from Parent in an aggregate amount of $25,000,000 (the “Facility”). The Investors
are pleased to advise you of their respective several commitments to purchase senior subordinated notes upon the terms and subject
to the conditions set forth or referred to in this commitment letter (this “Commitment Letter”) and in the Term
Sheet. The commitment of each Investor is set forth opposite such Investor’s name on Annex B attached hereto.


 


		2.	Conditions to Commitments



 


The Investor’s
respective commitments hereunder are subject to:


 


		a.	TCM’s receipt of counterparts of this Commitment Letter duly executed by TCM, Parent and
the Investors;



 


		b.	the satisfaction of each condition precedent set forth in the Term Sheet in the section titled
 “Closing Conditions”; and



 


		c.	your compliance with the terms of this Commitment Letter.



 


The terms and conditions
of the Investors’ commitment hereunder are limited to those set forth herein and in the Term Sheet. Those matters that are
not covered by the provisions hereof and of the Term Sheet are subject to the approval and agreement of TCM, the
Investors and the Parent.


 






    


     


    

 


		3.	Confidentiality



 


This Commitment Letter
is delivered to you on the understanding that neither this Commitment Letter or the Term Sheet nor any of their terms or substance
shall be disclosed, directly or indirectly, to any other person except (a) to your officers, agents and advisors (other than
commercial lenders) who are directly involved in the consideration of this matter and for whom you shall be responsible for any
breach by any one of them of this confidentiality undertaking, (b) as may be compelled in a judicial or administrative proceeding
or as otherwise required by law (in which case you agree to inform us promptly thereof), (c) pursuant to your or your subsidiaries’
bankruptcy cases, and (d) to the office of the U.S. Trustee, the bankruptcy court (subject to the preceding clause (c)),
and on a confidential and “professional eyes only” basis to advisors to any statutory committee appointed in your or
your subsidiaries’ bankruptcy cases, provided that, the foregoing restrictions shall cease to apply after this Commitment
Letter has been accepted by you. Officers, directors, employees and agents of the Investors and their respective affiliates shall
at all times have the right to share amongst themselves information received from you and your affiliates and your officers, directors,
employees and agents. Notwithstanding the foregoing, it is agreed and understood that you and your subsidiaries shall be permitted
to disclose this Commitment Letter and the contents thereof to the bankruptcy court to the extent disclosure thereof is necessary
or advisable to consummate the transactions contemplated herein.


 


		4.	Indemnity



 


You agree (a) to
indemnify and hold harmless the Investors and their respective affiliates and their respective officers, directors, managers, employees,
advisors, direct and indirect partners and agents (each, an “indemnified person”) from and against any and all losses,
claims, damages, liabilities and related expenses to which any such indemnified person may become subject arising out of or in
connection with this Commitment Letter, the use of the proceeds thereof, or any related transaction or any actual or prospective
claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing
the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party
thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to
reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending
any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages,
liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction
to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Investors
and their affiliates on demand for all reasonable and documented out-of-pocket expenses (including reasonable and documented due
diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable and documented fees, charges and disbursements
of outside counsel) incurred in connection with the Facility and any related documentation or the administration, amendment, modification
or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential
or punitive damages. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably
withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity
could have been sought hereunder by such indemnified person unless (i) such settlement includes an unconditional release of
such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that
are the subject matter of such Proceedings and (ii) does not include any statement as to, or any admission of, fault, culpability
or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy.


 


		5.	Alternative Transaction Fee.



 


If the Facility is
not consummated and you or any of your subsidiaries consummate any credit facilities or other issuance(s) of debt, subordinated
debt or preferred equity securities (specifically excluding the Facility and the Exit First Lien Credit Facility referred
to in the Term Sheet, in an amount up to the maximum principal amount of such Exit First Lien Credit Facility set forth in the
Term Sheet, but specifically including any amendment, amendment and restatement, renewals or refinancings of any existing
credit facilities, or any increase of the amount of the Exit First Lien Credit Facility beyond the amounts permitted by the Term
Sheet, collectively, an “Alternate Financing”) within one year after the date hereof, you agree that, unless
TCM failed to negotiate in good faith the definitive documentation with respect to the Facility, then TCM shall be deemed to have
earned, and you will pay (or cause to be paid) immediately to TCM an amount equal to $500,000.


 






    2


     


    

 


		6.	Miscellaneous



 


This Commitment Letter
shall not be assignable by you without the prior written consent of the Investors (and any purported assignment without such consent
shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits
upon, or create any rights in favor of, any person other than the parties hereto. This Commitment Letter may not be amended or
waived except by an instrument in writing signed by each of the parties hereto. This Commitment Letter may be executed in any number
of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery
of an executed signature page of this Commitment Letter by facsimile or other electronic transmission (e.g., “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the
Term Sheet set forth the entire understanding of the parties with respect thereto. This Commitment Letter shall be governed by,
and construed in accordance with, the laws of the State of New York. The Parent consents to the exclusive jurisdiction and venue
of the state or federal courts located in the City of New York. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, (A) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING BROUGHT BY OR ON BEHALF OF ANY
PARTY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE TERM SHEET OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND (B) ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUCH LEGAL PROCEEDING IN THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK.


 


The indemnification,
reimbursement and confidentiality provisions contained herein and in the Term Sheet shall remain in full force and effect regardless
of whether definitive documentation relating to the Facility shall be executed and delivered and notwithstanding the termination
of this Commitment Letter or the Investors’ respective commitments hereunder; provided that your obligations under
this Commitment Letter shall automatically terminate and be superseded by the provisions of the definitive documentation relating
to the Facility upon the effectiveness thereof, and thereafter such provisions in this Commitment Letter shall have no further
force and effect.


 


Section headings
used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration
in interpreting, this Commitment Letter.


 


You hereby authorize
the Investors, at their own expense, but without any prior approval by you, to publish such tombstones and give such other publicity
to the Facility as it may from time to time determine in their respective discretion.


 


If the foregoing correctly
sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet by returning to us executed
counterparts hereof not later than 5:00 p.m., Central time, on November 13, 2020. The Investors’ respective commitments
and agreements herein will expire at such time in the event TCM has not received such executed counterparts in accordance with
the immediately preceding sentence. This Commitment Letter and the Term Sheet supersede any and all prior versions hereof and thereof
and any other prior agreement or understanding among the parties hereto with respect to the subject matter hereof.


 


The Investors’
respective commitments hereunder (a) may be terminated at any time by the Parent, with or without cause, effective upon receipt
TCM of notice to that effect from the Parent, and (b) will otherwise terminate on December 31, 2020 (unless extended
by the Investor), in each case, unless the closing of the Facility on the terms and subject to the conditions contained herein
and in the applicable definitive documentation relating to the Facility has been consummated on or before such date. Notwithstanding
any such termination of this Term Sheet, Parent shall continue to be obligated to reimburse Investors’ fees to the extent
required under Section 4 above.


 


The Investors are pleased
to have been given the opportunity to assist you in connection with this important financing.


 


[Signature Pages Follow]


 






    3


     


    

 


	 	Very truly yours,
	 	 
	 	Tensile Capital Management LLC
	 	 
	 	By:	 /s/ Douglas J. Dossey
	 	 	Name:	Douglas J. Dossey
	 	 	Title:	Partner




 


[Signature
Page to Commitment Letter]


 






    


     


    

 


Accepted and agreed to as of


the date first written above by:


 


	PARENT:	 
	 	 
	TUESDAY MORNING CORPORATION	 
	 	 
	By:	/s/ Steven R. Becker	 
	Name:	 Steven R. Becker	 
	Title:	 Chief Executive Officer	 




 


[Signature
Page to Commitment Letter]


 






    


     


    

 


ANNEX A


 


TERM SHEET


 


[See Attached]


 






    


     


    

 


TUESDAY MORNING CORPORATION


 


SENIOR SUBORDINATED NOTES TERM SHEET


 


NOVEMBER 15, 2020


 


This term sheet (this
 “Notes Term Sheet”) summarizes certain material terms and conditions of certain transactions to take
place in connection with the proposed restructuring of the capital structure and financial obligations of Tuesday Morning Corporation
and certain of its subsidiaries (collectively, the “Debtors”)1
pursuant and subject to, among other things, the terms and conditions described in this Notes Term Sheet. This Notes Term Sheet
is intended solely as a basis for further discussion and is not intended to be and does not constitute a commitment, offer to purchase,
or any legally binding obligation. This Notes Term Sheet does not include all of the conditions, covenants, closing conditions,
representations, warranties, or other terms that would be contained in a definitive agreement.


 


This Notes Term
Sheet is a settlement proposal in furtherance of settlement discussions, and is subject to all existing confidentiality agreements.
This Notes Term Sheet is not a commitment to lend or to agree to the terms of any restructuring. Accordingly, this term sheet is
protected by rule 408 of the Federal Rules of Evidence and any other applicable statutes or doctrines protecting the
use or disclosure of confidential settlement discussions. This Notes Term Sheet is subject to ongoing review and approval by all
parties and is not binding, is subject to material change, and is being distributed for discussion purposes only. Furthermore,
this Notes Term Sheet is subject to definitive documentation acceptable to the Investor (as defined below) in its sole discretion.


 


	OVERVIEW
	Issuer	Tuesday Morning Corporation, as reorganized pursuant to chapter 11 of title 11 of the United States Code (the “Issuer” or the “Company”)
	Guarantors	All subsidiaries of the Issuer
	Investor	Funds managed by Tensile Capital Management LLC, as well as select co-investors (the “Investor”)
	Security	Senior Subordinated Note (the “Note”)
	Purchase Amount	$25 million  (the “Amount”)



 





 



1
    The Debtors are Tuesday Morning Corporation, TMI Holdings, Inc., Tuesday Morning, Inc., Friday Morning, LLC, Days
of the Week, Inc., Nights of the Week, Inc., and Tuesday Morning Partners, Ltd.



 






    


     


    

 


	Use of Proceeds	The Company will use the proceeds to make payments on the General Unsecured Claims, as well as make payments for claims, fees and expenses relating to its exit from bankruptcy. 
	Maturity	48 months from issuance
	Interest	14% per annum, payable in-kind, accruing daily and compounding annually. The Interest rate for any time period during which Issuer is in default will be increased by 2 percentage points and accrue against the then outstanding amounts under the Note.
	Collateral	
        Subject
        to customary exceptions regarding excluded assets to be mutually agreed (“Excluded Assets”), the Note
        will be secured by (a) a first priority perfected security interest in all of the Note Priority Collateral (as defined below),
        and (b) a second priority perfected security interest in all of the Exit First Lien Priority Collateral (as defined below)
        (collectively, the “Collateral”). For the avoidance of doubt, the Collateral shall not include any Excluded
        Assets.

         

        “Exit
        First Lien Priority Collateral” means all present and after-acquired tangible and intangible assets of the Issuer
        and its subsidiaries other than Note Priority Collateral and Excluded Assets. Without limiting the foregoing, Exit First Lien Priority
        Collateral shall include all accounts, payment intangibles, inventory, tax refunds, cash, deposit accounts and securities accounts
        (other than any deposit account or securities account (or amounts on deposit therein) established solely to hold identified proceeds
        of Note Priority Collateral), commodities accounts, insurance proceeds related to assets included in the borrowing base under the
        Exit First Lien Credit Facility (as defined below), insurance policies covering the Exit First Lien Priority Collateral and the
        proceeds thereof, business interruption insurance proceeds, investment property (excluding the Pledged Equity (as defined below)),
        general intangibles, chattel paper, documents, supporting obligations, equipment consisting of accounting systems and related computer
        hardware, software, programs, peripherals, and other similar items related thereto, intellectual property (solely to the extent
        constituting customer lists, credit files, computer files, programs, printouts, and other computer materials and records related
        to other Exit First Lien Priority Collateral) and books and records related to the foregoing and, in each case, proceeds thereof.

         

        “Note
        Priority Collateral” means all tangible and intangible assets of the Issuer and its subsidiaries consisting of real
        property, fixtures, equipment, intellectual property (excluding equipment and intellectual property constituting Exit First Lien
        Priority Collateral), all equity interests in the Issuer and its subsidiaries (the “Pledged Equity”),
        all books and records relating to the foregoing and all proceeds of the foregoing, but excluding Excluded Assets.

         

        “Exit
        First Lien Credit Facility” means the senior secured asset-based credit facility to be entered into by the Company,
        as borrower, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Exit First Lien Agent”),
        and the lenders party thereto (the “Exit First Lien Lenders” and together with the Exit First Lien Agent
        and the other secured parties under the Exit First Lien Credit Facility, the “Exit First Lien Secured Parties”).




 






    


     


    

 


	Intercreditor and Subordination Agreement	
        Note to be subordinated to the security
        interests (other than security interests in the Note Priority Collateral or the proceeds thereof), rights and remedies of, and
        the obligations owing to, the Exit First Lien Secured Parties under the Exit First Lien Credit Facility, to be memorialized in
        an intercreditor and subordination agreement (the “Subordination Agreement”)2 which:

         

        §     Shall
        provide that, until the Exit First Lien Secured Parties are paid in full and the Exit First Lien Credit Facility has been terminated,
        the Investor will not contest, interfere or delay the enforcement of the liens securing the Exit First Lien Credit Facility (other
        than, subject to the Note Priority Collateral Standstill, in connection with an enforcement action with respect to any Note Priority
        Collateral and the proceeds thereof) or the repayment of the obligations outstanding thereunder and that the Exit First Lien Secured
        Parties shall not be subject to any standstill period with respect to the enforcement of their liens;

        §     Shall
        contain subordination provisions with respect to payments under the Note (including of principal and cash interest), including
        that (i) if Investor receives notice from the Exit First Lien Lenders certifying to the existence of an event of default under
        the Exit First Lien Credit Facility or that the “Payment Conditions” set forth in such facility have not been satisfied, Investor
        will not accept payments from the Company (other than PIK interest and the payments of costs and expenses required to be reimbursed
        by the Company subject to a cap to be agreed, which shall not be blocked) until such event of default is cured or the “Payment
        Conditions” can be satisfied with respect to such payment and (ii) in the event Investor receives any payment in respect
        of the Note not permitted under the Subordination Agreement (regardless of whether any notice from the Exit First Lien Lenders
        or the Exit First Lien Agent had been delivered at the time of receipt), such payment shall be turned over to the First Lien Agent
        for application to the obligations under the Exit First Lien Credit Facility;

        §     Shall
        set forth the lien priority, relative rights and other creditors’ rights issues in respect of the collateral securing the
        Note and the collateral securing the Exit First Lien Credit Facility;

        §     Shall
        not restrict the Investor’s ability to exercise any and all legal and/or equitable remedies, including commencing suit in
        the event there is a breach or a default under the Note; provided that (i) no such actions shall hinder, delay or interfere
        with the First Lien Agent’s exercise of remedies against the Exit First Lien Priority Collateral or otherwise be inconsistent
        with the terms of the Subordination Agreement, and (ii) in no event shall Investor take any action to (x) enforce against
        any Exit First Lien Priority Collateral prior to the indefeasible payment in full of all obligations under the Exit First Lien
        Credit Facility or (y) take any action to enforce against the Note Priority Collateral at any time prior to the date that
        is 30 days following the First Lien Agent’s receipt of written notice from Investor that an event of default exists under
        the Note and it intends to commence an enforcement action against the Note Priority Collateral (the “Note Priority
        Collateral Standstill”); provided that (I) the First Lien Agent shall be granted a royalty-free license to use
        all intellectual property of the Borrower and its subsidiaries in connection with any enforcement actions until all Exit First
        Lien Priority Collateral has been liquidated and any transfer or disposition of intellectual property by Investor prior to the
        liquidation of all Exit First Lien Priority Collateral shall be subject to such license and (II) the First Lien Agent shall
        have a customary access and use period of 180 days with respect to any Note Priority Collateral necessary to the liquidation of
        Exit First Lien Priority Collateral or consisting of real property where any Exit First Lien Priority Collateral is located;




 





 



2
       NTD: Subordination Agreement to be drafted by counsel to the Exit First
Lien Agent.



 






    


     


    

 


	 	
        §     Shall
        include a restriction on amendments to the Exit First Lien Credit Facility without the consent of the Investor which would (i) increase
        the commitments under the Exit First Lien Credit Facility beyond $150,000,000, (ii) increase the highest applicable interest
        rate margin in the pricing grid in the Exit First Lien Credit Facility as in effect on the closing date, add a premium, or increase
        or add any recurring fees, charges, or premiums by more than 4.00% in the aggregate above those in effect on the closing date (excluding
        (w) changes in underlying reference rates, (x) any increase in the applicable margin in respect of interest accruing
        at the default rate following the occurrence of an event of default, (y) one-time, non-recurring fees in connection with an
        amendment or waiver or similar agreement or customary one-time fees in connection with any extension of additional financing under
        the Exit First Lien Credit Facility (including any DIP financing provided by the Exit First Lien Secured Parties) and (z) any
        amounts paid only to the First Lien Agent in its capacity as administrative agent or lead arranger), (iii) extend the final
        senior maturity date to a date after the maturity date of the Note, or (iv) change the availability or borrowing-base related
        definitions and other definitions to be agreed if such change would result in an increase in the amount available to borrowed under
        the Exit First Lien Credit Facility or eliminate reserves in effect on the closing date or change the methodology for calculating
        such reserves (provided that, the foregoing will not prohibit or be construed to limit the right of the First Lien Agent to (A) eliminate,
        reduce, or otherwise change any reserves in accordance with the terms of the Exit First Lien Credit Facility as in effect on the
        closing date, so long as any elimination or reduction of reserves of a type that were in existence on the closing date are based
        on changes to the facts and circumstances giving rise thereto subsequent to such date, including as may be evidenced in updated
        collateral due diligence or the result of mathematical calculations or (B) implement changes to net orderly liquidation value
        percentages based on updated collateral due diligence);

        §     Shall
        include a restriction on amendments to the Note without the consent of the First Lien Agent which would (i) provide for additional
        covenants or events of default or make more restrictive any existing covenants or events of default unless substantially identical
        changes to the Exit First Lien Credit Facility are made contemporaneously with making any such changes to the Note, in which case,
        no consent of the First Lien Agent shall be required, (ii) shorten the maturity of the obligations under the Note to a date
        earlier than the date that is 91 days following the maturity of the Exit First Lien Credit Facility, or (iii) add or make
        more restrictive any mandatory prepayment, redemption, repurchase, sinking fund or similar requirement;




 






    


     


    

 


	 	
        §     Shall
provide that in any insolvency proceeding of the Company, (i) the Investor shall not propose, support or consent to any debtor-in-possession
financing for, or consent to any use of cash collateral by, the Company, in each case, that was not proposed, supported or consented
to by the Exit First Lien Secured Parties and (ii) shall not vote in favor of any plan of reorganization that either (A) is
not supported by the Exit First Lien Secured Parties or (B) does not provide for the indefeasible payment in full in cash
of all obligations under the Exit First Lien Credit Facility;

        §     Shall
        include a buyout option permitting the Investor to purchase all outstanding principal (at par) and accrued and unpaid interest
        due under the Exit First Lien Credit Facility in full (and in connection therewith Investor shall cash collateralize all outstanding
        letters of credit and other secured obligations under the Exit First Lien Credit Facility) upon (i) the existence of a payment
        event of default under the Exit First Lien Credit Facility that has not been cured (or waived by the Exit First Lien Lenders) for
        a period of 60 days, (ii) the maturity of the Exit First Lien Credit Facility has been accelerated based on an event of default
        thereunder, (iii) First Lien Agent has commenced or notified Investor that it intends to commence the exercise of any rights
        or remedies with respect to a material portion of the collateral, (iv) an insolvency proceeding of the Company, or (v) First
        Lien Agent has commenced or notified Investor that it intends to commence a sale or disposition of the Company or a material portion
        of the Collateral pursuant to Section 363 of the Bankruptcy Code;

        §      Notwithstanding
        anything to the contrary set forth herein, if Investor exercises remedies or enforces its liens and rights and remedies against
        the Note Priority Collateral following the Note Priority Collateral Standstill and otherwise in compliance with the provisions
        of the Subordination Agreement, the proceeds of any such enforcement action may be applied by Investor to the obligations under
        the Note;

        §     If
        Investor or any Exit First Lien Secured Party is required in any insolvency proceeding of the Company, or otherwise, to turn over
        or otherwise pay to the estate of Company any amount previously received in respect of obligations under the Note or the Exit First
        Lien Credit Facility, as applicable, then such Investor or Exit First Lien Secured Party, as applicable, shall be entitled to a
        reinstatement of the obligations under the Note or the Exit First Lien Credit Facility, as applicable, with respect to all such
        recovered amounts. and

        §     Shall
        otherwise be in form and substance satisfactory to the Investor, the Exit First Lien Agent, the Official Committee of Equity Holders,
        the Backstop Parties and the Company.




 






    


     


    

 


	Voluntary Prepayment	Subject to the Subordination Agreement, the Note may be prepaid by the Company, in whole, in its sole discretion, at any time or from time to time after the first anniversary of its issuance, at a redemption price equal to the greater of (i) the Amount plus all accrued interest thereon, if any, to and including the date of the prepayment and (ii) 1.25x the Amount.
	Mandatory Prepayment	Acquisition Transaction: Upon a Change of Control, the Company, subject to the Subordination Agreement, shall prepay the Note at a price equal to the greater of (i) the Amount plus all accrued interest thereon, if any, to and including the date of the prepayment and (ii) 1.25x the Amount.  A “Change of Control” shall mean, following the effective date of the Debtors’ chapter 11 plan, (a) a sale or other disposition of all or substantially all of the assets of the Company, (b) any merger, consolidation or similar transaction upon which the outstanding common stock of the Company shall no longer be registered pursuant to the Securities Exchange Act of 1934, as amended, or (c) any “person” (within the meaning of that term as used in Section 13(d) of the Exchange Act) becoming the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of [50.1]% or more of the combined voting power of the equity interests in the Company.3
	Reporting Requirements	Reporting requirements to be usual and customary for transactions of this type. The Company will maintain compliance with all SEC reporting requirements and provide filings to Investor. Weekly delivery of satisfactory cash flow information and forecasts during all periods during which a balance exists on the Exit First Lien Credit Facility. 
	Closing Conditions	
        Completion of documentation customary for
        note issuances of this type, including a purchase agreement, etc.; satisfaction of closing conditions which are customary
        for note issuances of this type; the Company’s support and timely implementation of a plan of reorganization satisfactory
        to the Investor; such plan (including the backstop commitment described in the Backstop Commitment Agreement) being confirmed via
        final order and becoming effective; all conditions and other terms in the Backstop Commitment Letter and Backstop Commitment Agreement
        are satisfied in a manner satisfactory to Investor; and full reimbursement of fees and expenses of Investor.

         

        Conditions precedent to be consistent with
        those set forth in the JPMorgan Commitment Letter dated November 2, 2020.

	Covenants	Affirmative and negative covenants usual and customary for transactions of this type, including an anti-layering provision; provided that the covenants and events of default contained in the documents governing the Note shall be substantially similar to, and not more restrictive than, the covenants contained in the Exit First Lien Credit Facility.



 





 



3        NTD: Subject to review of change of control definition
in Exit First Lien Credit Facility.


 






    


     


    

 


	Representations and Warranties	Representations and warranties usual and customary for transactions of this type.
	Events of Default	
        Usual and customary for transactions of
        this type, including without limitation:

         

        §     Cross-payment
        default at maturity of the Exit First Lien Credit Facility and cross-acceleration to the Exit First Lien Credit Facility, subject
        to Subordination Agreement, and cross-default to other material debt;

        §     Failure
        to make interest and principal payments when due;

        §     Failure
        to pay Investor’s reasonable professional fees and expenses;

        §     Failure
        to repay in full upon maturity or pursuant to a mandatory prepayment requirement (subject to such payment being permitted under
        the Subordination Agreement);

        §     Breach
        of certain affirmative covenants, subject to cure period, breach of negative covenants without a cure period;

        §     Payment
        of cash dividends or repurchases of stock by the Company;

        §     Issuance
        of any indebtedness senior to the Note (other than indebtedness incurred or commitments permitted to be incurred under the Exit
        First Lien Credit Facility in an aggregate principal amount not to exceed $150,000,000);

        §     Sale
        or disposition of all or substantially all of the Company’s assets, unless the proceeds of the sale are sufficient to prepay,
        and applied to the prepayment in full of, the Note;

        §     Bankruptcy
        or insolvency of the Company; and

        §     Other
        Events of Default customary for note issuances of this type.

	Fees	
        Investor shall be entitled to a break-up
        fee as set forth in the commitment letter.

        Payment of Investor’s reasonable
        professional fees and expenses. No closing or other fees will be charged by the Investor.

	Assignment/Transfer	Usual and customary for transactions of this type and subject to Issuer’s consent (not to be unreasonably withheld, conditioned, delayed or denied), unless an event of default under the Note exists in which case Issuer consent shall not be required.
	Trustee	TBD
	Law/Venue	New York Law / New York Courts


 






    


     


    

 


ANNEX B


 


INVESTOR COMMITMENTS


 


[See Attached]