SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement is made as of this 30 day of June, 2004 by and among
TUESDAY MORNING CORPORATION, a Delaware corporation, and
the GUARANTORS party to the Credit Agreement, and
each of the REVOLVING CREDIT LENDERS party to the Credit Agreement, and
FLEET NATIONAL BANK, as the issuer of Letters of Credit and as Administrative Agent for the
Revolving Credit Lenders; and
FLEET NATIONAL BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Lead
Arrangers for the Tranche B Revolving Credit Extensions; and
WELLS FARGO BANK, N.A., as Syndication Agent;
in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
W I T N E S S E T H
A. Reference is made to the Credit Agreement (as amended and in effect, the “Credit
Agreement”) dated as of September 27, 2002 by and between, among others, the Borrower, the Guarantors, the
Revolving Credit Lenders, and the Administrative Agent.
B. The Borrower, the Guarantors, the Revolving Credit Lenders, and the Administrative Agent
desire to modify and amend certain provisions of the Credit Agreement.
Accordingly, the Administrative Agent, the Revolving Credit Lenders, the Borrower and the Guarantors
agree as follows:
1. Definitions . Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement.
2. Amendments to Section 1 of the Credit Agreement . The provisions of Section 1 of the Credit
Agreement are hereby amended as follows:
a. By deleting the definitions of “Increased Facility Amount” and “New Lenders” in their entirety.
b. By amending the definition of “Applicable Margin” by adding the following after the words “shall