| Item 1.01 | Entry Into a Material Definitive Agreement. |
Amendment to ABL Credit Agreement
On the July 11, 2022,
Tuesday Morning Corporation (the “Company”), Tuesday Morning, Inc. (the “Borrower”), certain other subsidiaries
of the Company (together with the Company and the Borrower, the “Credit Parties”), certain lenders (the “ABL Lenders”),
Wells Fargo Bank, National Association, as administrative agent (the “ABL Administrative Agent”), and 1903P Loan Agent, LLC,
as FILO B documentation agent (the “FILO B Agent”), entered into a first amendment (the “ABL Amendment”) to the
Credit Agreement, dated as of May 9, 2022, among the Credit Parties, the ABL Lenders, the ABL Administrative Agent and the FILO B
Agent (the “Original ABL Credit Agreement”).
The Original ABL Credit Agreement
provided for a revolving credit facility in an aggregate amount of $110.0 million (the “ABL Facility”), a first-in last-out
term loan facility in an aggregate amount of $5.0 million (the “FILO A Facility”) and an additional first-in last-out term
loan facility in an aggregate amount of $5.0 million (the “FILO B Facility”). The Original ABL Credit Agreement also provided
the Borrower with the right, on and following November 9, 2022, to request an additional incremental loan from the lenders under
the FILO B Facility (the “FILO B Lenders”) in an aggregate amount not to exceed $5.0 million (the “FILO B Delayed Incremental
Loan”).
Pursuant to the ABL Amendment,
the FILO B Lenders agreed to make the FILO B Delayed Incremental Loan to the Borrower on July 11, 2022. The ABL Amendment also provides
that, until certain minimum borrowing availability levels are satisfied as described in the ABL Amendment, the Borrower will be subject
to additional reporting obligations, the Borrower will retain a third-party business consultant acceptable to the ABL Administrative Agent,
and the ABL Administrative Agent may elect to apply amounts in controlled deposit accounts to the repayment of outstanding borrowings
under the ABL Facility. In addition, pursuant to the ABL Amendment, certain subsidiaries of the Borrower agreed to enter into and maintain
a supply agreement with Gordon Brothers Retail Partners, LLC (the “Program Agent”), an affiliate of a FILO B Lender, pursuant
to which the Program Agent supplies inventory to the Borrower and certain of its subsidiaries.
The foregoing summary of the
ABL Amendment is qualified in its entirety by reference to the full text of the ABL Amendment, a copy of which is attached hereto as Exhibit 10.1
and incorporated by reference herein.
Amendment to Term Loan Credit Agreement
On July 11, 2022, the
Credit Parties, certain term loan lenders, and Alter Domus (US) LLC, as administrative agent (the “Term Loan Agent”), entered
into a third amendment (the “Term Loan Amendment”) to the Term Loan Credit Agreement, dated as of December 31, 2020 and
as previously amended (the “Original Term Loan Credit Agreement”), among the Credit Parties, the term loan lenders and the
Term Loan Agent. The Term Loan Amendment was executed in connection with the ABL Amendment and makes certain conforming changes to the
Original Term Loan Credit Agreement.
The foregoing summary of the
Term Loan Amendment is qualified in its entirety by reference to the full text of the Term Loan Amendment, a copy of which is attached
hereto as Exhibit 10.2 and incorporated by reference herein.