On December 31,2020, Tuesday Morning Corporation and its subsidiaries entered into a Credit Agreement (the ABL Credit Agreement") with JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and Bank of America, N.A. (collectively, the Lenders"), which provides for a revolving credit facility in an aggregate amount of $110 million (the ABL Facility"). The ABL Credit Agreement includes conditions to borrowings, representations and warranties, affirmative and negative covenants, and events of default customary for financings of this type and size. The ABL Credit Agreement requires the Company to maintain a minimum fixed charge coverage ratio if borrowing availability falls below certain minimum levels. Under the terms of the ABL Credit Agreement, amounts available for advances would be subject to a borrowing base as described in the ABL Credit Agreement. Under the ABL Credit Agreement, borrowings under the ABL Facility initially will bear interest at a rate equal to the adjusted LIBOR rate plus a spread of 2.75% or the CB rate plus a spread of 1.75%. The ABL Facility is secured by a first priority lien on all present and after-acquired tangible and intangible assets of the Company and its subsidiaries other than certain collateral that secures the Notes (as defined below). The commitments of the Lenders under the ABL Facility will terminate and outstanding borrowings under the ABL Facility will mature on the third anniversary of the closing of the ABL Facility. On December 31, 2020, the Company and Tensile Capital Partners Master Fund LP (TCM") entered into a Credit Agreement (the TCM Credit Agreement"). Pursuant to the TCM Credit Agreement, TCM provided a term loan of $25 million to the Company (the Loan"). Pursuant to the terms of the TCM Credit Agreement, the Loan has a maturity of 48 months from the date of issuance and bears interest at a rate of 14% per annum, with interest payable in-kind. Under the terms of the TCM Credit Agreement, the Loan is secured by a second lien on the collateral securing the ABL Facility and a first lien on certain other assets of the Company as described in the TCM Credit Agreement. The Loan is subject to optional prepayment after the first anniversary of the date of issuance at prepayment price equal to the greater of (1) the original principal amount of the Loan plus accrued interest thereon, and (2) 125% of the original principal amount of the Loan. The Loan is subject to mandatory prepayment in connection with a change of control of the Company as described in the TCM Credit Agreement.