Affiliates
9.17
Limitation on Accounting Changes; Limitation on Investment Company Status
9.18
Limitation on Modifications of Certain Documents, Etc.
9.19
Limitation on Certain Restrictions Affecting Subsidiaries
9.20
Additional Obligors
9.21
Limitation on Designated Senior Indebtedness
9.22
Limitation on Change of Principal Place of Business or Corporate Name
9.23
Replacement Documentation
Section 10.
Events of Default
Section 11.
The Administrative Agent
11.01
General Provisions
11.02
Indemnification
11.03
Consents Under Other Credit Documents
11.04
Collateral Sub-Agents
11.05
Other Agents
Section 12.
Miscellaneous
12.01
Rights and Remedies
12.02
Notices
12.03
Expenses, Indemnification, Etc.
12.04
Amendments, Etc.
12.05
Successors and Assigns
12.06
Assignments and Participations
12.07
Survival
12.08
Captions
12.09
Counterparts; Interpretation; Effectiveness
12.10
Governing Law; Submission to Jurisdiction
12.11
Waivers
12.12
Confidentiality
12.13
Independence of Representations, Warranties and Covenants
12.14
Severability
Signatures
iii
ANNEX A
-
Commitments
SCHEDULE 1.1(a)
-
Applicable Margins
SCHEDULE 1.1(b)
-
Guarantors
SCHEDULE 1.1(c)
-
Existing Letters of Credit
SCHEDULE 8.2
-
Certain Contingent Obligations
SCHEDULE 8.3
-
Litigation
SCHEDULE 8.8
-
Certain Tax Matters
SCHEDULE 8.11
-
Environmental Matters
SCHEDULE 8.14
-
Subsidiaries of Borrower
SCHEDULE 9.7
-
Certain Existing Liens
SCHEDULE 9.8
-
Certain Indebtedness to Remain Outstanding
SCHEDULE 9.9
-
Investments
SCHEDULE 9.16
-
Existing Affiliate Agreements
EXHIBIT A-1
-
Form of Revolving Credit Note
EXHIBIT A-2
-
Form of Swing Loan Note
EXHIBIT B
-
Form of Intercompany Note
EXHIBIT C-1
-
Form of Interest Rate Certificate
EXHIBIT C-2
-
Form of Borrowing Base Certificate
EXHIBIT D
-
Form of Security Agreement
EXHIBIT E
-
Form of Notice of Assignment
EXHIBIT F
-
Form of Mortgage
EXHIBIT G
-
Form of Section 5.6 Certificate
EXHIBIT H
-
Form of Notice of Borrowing
EXHIBIT I
-
Form of Notice of Conversion/Continuation
EXHIBIT J
-
Form of Subordination Provisions
EXHIBIT K
-
Form of Joinder Agreement
EXHIBIT L
-
Form of Compliance Certificate
iv
CREDIT AGREEMENT, dated as of September 27, 2002, among
TUESDAY MORNING CORPORATION, a Delaware corporation ("Borrower," which term
shall include its successors and assigns); and
the GUARANTORS party hereto; and
each of the REVOLVING CREDIT LENDERS that is a signatory hereto identified under
the caption "REVOLVING CREDIT LENDERS" on the signature pages hereto or that,
pursuant to Section 12.6(b), shall become a "Revolving Credit Lender" hereunder
(individually, a "Revolving Credit Lender" and, collectively, the "Revolving
Credit Lenders"); and
FLEET NATIONAL BANK, as the issuer of Letters of Credit (in such capacity,
together with its successors in such capacity, the "Issuing Lender") and as
administrative agent for the Revolving Credit Lenders (in such capacity,
together with its successors in such capacity, the "Administrative Agent");
WELLS FARGO BANK, N.A., as syndication agent (in such capacity, together with
its successors in such capacity, the "Syndication Agent"); and
LASALLE BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, and WACHOVIA
BANK, NATIONAL ASSOCIATION, as Documentation Agents, (in such capacity, together
with their successors in such capacity, the "Documentation Agents")
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
Section 1.
Definitions, Accounting