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TUES > SEC Filings for TUES > Form 8-K on 30-Jan-2009All Recent SEC Filings

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Form 8-K for TUESDAY MORNING CORP/DE


30-Jan-2009

Entry into a Material Definitive Agreement, Creation of a Direct Financia


Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K filed by Tuesday Morning Corporation on December 18, 2008, as amended, Tuesday Morning, Inc., as lead borrower, and Tuesday Morning Corporation and its subsidiaries (collectively, with Tuesday Morning, Inc., the "Company"), entered into a Credit Agreement (the "Credit Agreement") by and among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer ("Bank of America"), Banc of America Securities LLC and Wells Fargo Retail Finance, LLC, as Joint Lead Arrangers and Joint Bookrunners, Wells Fargo Retail Finance, LLC, as Syndication Agent ("Wells Fargo"), and the several banks and other financial institutions or entities from time to time parties thereto (collectively, the "Lenders"). The Credit Agreement provides for an asset-based, five-year senior secured revolving credit facility (the "Revolving Credit Facility") in the amount of up to $150.0 million (the "Revolving Commitment"). Pursuant to the terms of the Credit Agreement, at the Company's election and subject to certain customary conditions, the Revolving Commitment may be increased by up to $100.0 million (not to exceed an aggregate total commitment of $250.0 million) by obtaining additional commitments with the consent of the Administrative Agent, Swing Line Lender and L/C Issuer (not to be unreasonably withheld or delayed), but without the consent of any of the other Lenders.

On January 28, 2009, the Company entered into a Joinder and First Amendment to Credit Agreement by and among the Company, Bank of America, Wells Fargo and Regions Bank (the "Joinder and First Amendment"). Pursuant to the terms of the Joinder and First Amendment and subject to certain conditions, Regions Bank is added as a Lender to the Credit Agreement and the Revolving Commitment is increased by $30,000,000 for a total amount available of up to $180,000,000.

The description of the Joinder and First Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to the Joinder and First Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K above.



Item 7.01 Regulation FD Disclosure.

Tuesday Morning Corporation issued a press release announcing the entering into of the Joinder and First Amendment, which press release is attached to this Form 8-K as Exhibit 99.1.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number                                 Exhibit Title

 10.1     Joinder and First Amendment to Credit Agreement, dated January 28,
          2009, by and among the Company, Bank of America, N.A., Wells Fargo
          Retail Finance, LLC and Regions Bank

 99.1     Tuesday Morning Corporation Press Release announcing Joinder and First
          Amendment to Credit Agreement


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