Exhibit 10.1
JOINDER AND FIRST AMENDMENT TO CREDIT AGREEMENT
This Joinder and First Amendment to Credit Agreement (this "First Amendment") is
made as of this 28th day of January, 2009 by and among:
TUESDAY MORNING, INC., a Texas corporation, for itself and as agent (in such
capacity, the "Lead Borrower") for the other Borrowers party hereto;
the BORROWERS party hereto;
the GUARANTORS party hereto;
the LENDERS party hereto; and
BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line
Lender and L/C Issuer;
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
W I T N E S S E T H:
WHEREAS, reference is made to that certain Credit Agreement, dated as of
December 15, 2008 (as amended, amended and restated, modified, supplemented or
restated and in effect from time to time, the "Credit Agreement"), by and among
(i) the Borrowers, (ii) the Guarantors, (iii) certain of the Lenders (the
"Existing Lenders"), and (iv) Bank of America, N.A., as Administrative Agent,
Collateral Agent, Swing Line Lender and L/C Issuer;
WHEREAS, pursuant to Section 2.15(f) of the Credit Agreement, the Lead Borrower
has requested a Commitment Increase in an amount of up to $50,000,000;
WHEREAS, the Administrative Agent and BAS, in consultation with the Lead
Borrower, have arranged for Regions Bank (the "Additional Commitment Lender") to
become a lender under the Credit Agreement and to issue a commitment in an
amount equal to $30,000,000;
WHEREAS, the Borrowers and the Additional Commitment Lender have requested that
the Administrative Agent and the Existing Lenders amend certain provisions of
the Credit Agreement; and
WHEREAS, the Administrative Agent and the Existing Lenders have agreed to amend
certain provisions of the Credit Agreement on the terms and conditions set forth
herein.
NOW, THEREFORE, it is hereby agreed as follows:
1
DEFINITIONS.
ALL CAPITALIZED TERMS
USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE SAME MEANING HEREIN AS IN
THE CREDIT AGREEMENT.
2
JOINDER TO LOAN DOCUMENTS.
EFFECTIVE
AS OF THE DATE OF THIS FIRST AMENDMENT, THE ADDITIONAL COMMITMENT LENDER HEREBY
ACKNOWLEDGES THAT IT HAS RECEIVED AND REVIEWED A COPY OF THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AND HEREBY:
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JOINS IN THE EXECUTION OF, AND BECOMES A
PARTY TO, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AS A LENDER
THEREUNDER, AS INDICATED WITH ITS SIGNATURE BELOW;
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COVENANTS AND AGREES TO BE BOUND BY ALL
COVENANTS, AGREEMENTS, LIABILITIES AND ACKNOWLEDGMENTS OF A LENDER UNDER THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AS OF THE DATE HEREOF (OTHER THAN
COVENANTS, AGREEMENTS, LIABILITIES AND ACKNOWLEDGMENTS THAT RELATE SOLELY TO AN
EARLIER DATE), IN EACH CASE, WITH THE SAME FORCE AND EFFECT AS IF THE ADDITIONAL
COMMITMENT LENDER WAS A SIGNATORY TO THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND WAS EXPRESSLY NAMED AS A LENDER THEREIN; AND
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TO THE EXTENT OF ITS COMMITMENT (AS SET
FORTH OPPOSITE THE ADDITIONAL COMMITMENT LENDER'S NAME ON SCHEDULE 2.01 ATTACHED
HERETO), ASSUMES AND AGREES TO PERFORM ALL APPLICABLE