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EXHIBIT
10.13




  AMENDMENT NO. 5 TO AMENDED, MODIFIED AND RESTATED
 MASTER LEASE AGREEMENT  



    THIS AMENDMENT NO. 5 TO AMENDED, MODIFIED AND RESTATED MASTER LEASE AGREEMENT is dated as of October 26, 1999 (the "Amendment
No. 5"), is between


    JACKSONVILLE
FUNDING ENTERPRISES, LLC, a Delaware limited liability company and successor in interest to Jacksonville Funding Corporation (the "Lessor"); and


    MICHAELS
STORES, INC., a Delaware corporation (the "Lessee"); and


    amends
that certain Amended, Modified and Restated Master Lease Agreement dated as of December 18, 1995 (as amended by Amendment No. 1 to Amended, Modified and Restated Master
Lease Agreement dated as of April 22, 1996, Amendment No. 2 to Amended, Modified and Restated Master Lease Agreement dated as of July 11, 1996, Amendment No. 3 to Amended,
Modified and Restated Master Lease Agreement dated as of August 15, 1996, Amendment No. 4 to Amended, Modified and Restated Master Lease Agreement dated as of March 11, 1997 and as such
may have otherwise been amended in accordance with the terms and conditions thereof prior to the date hereof, the "Original Lease Agreement") (between
Jacksonville Funding Corporation (a corporation which merged into the Lessor with the Lessor being the surviving entity of such merger)) and the Lessee.



    NOW,
THEREFORE, the parties hereto agree as follows:


    1.  Section
11.02(e) of the Original Lease Agreement is deleted in its entirety and replaced with the following:



    "(e) Limitation
on Capital Expenditures. The Lessee will not make, or permit any Subsidiary of the Lessee to make, Capital Expenditures in any fiscal year set forth in
the table below that exceed, in the aggregate, the amount set forth opposite such fiscal year in such table:



	Fiscal Year

	 	 
	 	Amount

	1999	 	 	 	$100,000,000.00
	2000	 	 	 	$110,000,000.00




provided, however, that, if during any fiscal year the amount of Capital Expenditures permitted for that fiscal year in the table above is not so
utilized, twenty five percent (25%) of such unutilized amount may be utilized in the next succeeding fiscal year but not in any subsequent fiscal year. Notwithstanding the foregoing, the Lessee may
make additional Capital Expenditures in connection with the replacement of the Lexington, Kentucky distribution center in an amount not to exceed $40,000,000.00.




    2.  The
Lessee represents and warrants that (a) this Amendment No. 5 constitutes its legal, valid, and binding obligation, enforceable in accordance with the
terms hereof (subject as to enforcement of
remedies to any applicable bankruptcy, reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors' rights generally), (b) there exists no Lease
Event of Default after giving effect to this Amendment No. 5, (c) its representations and warranties set forth in the Original Lease Agreement and the other Operative Documents are true and
correct on the date hereof after giving effect to this Amendment No. 5, (d) it has complied with all agreements and conditions to be complied with by it under the Original Lease Agreement and
the other Operative Documents by the date hereof after giving effect to this Amendment No. 5, (e) the Original Lease Agreement, as amended hereby, and the other Operative Documents remain in
full force and effect, and (f) no notice to, or consent of, any Person is required under the terms of any agreement of the Lessee in connection with the execution of this Amendment No. 5.


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    3.  The
Lessee shall execute and deliver such further agreements, documents, instruments, and certificates in form and substance satisfactory to the Lessor, the Agent
to the Lenders and the Co-Agent to the Lenders as any such Person or any Lender may deem reasonably necessary or appropriate in connection with this Amendment No. 5.



    4.  Except
as hereby modified, the terms and conditions of the Original Lease Agreement remain in full force and effect.


    5.  This
Amendment No. 5 has been delivered in, and shall in all respects be governed by, and construed in accordance with, the laws of the State of Texas applicable to
agreements made and to be performed entirely within such State, including all matters of construction, validity and performance; provided, notwithstanding the foregoing, to the extent relating to
the creation and perfection of liens on real estate in the State of
Florida or any other state, this Amendment No. 5 shall be governed by, and construed in accordance with, the laws of the State of Florida or such other state.



    6.  This
Amendment No. 5 may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute but
one and the same instrument.


    7.  All
capitalized terms used but not otherwise defined herein shall have the meanings set forth therefor in the Original Lease Agreement and/or Appendix A thereto.


(Signature
pages follow.)


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    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 as of the above-written date.



	 
	 
	 
	 

	 	JACKSONVILLE FUNDING ENTERPRISES, LLC, as a successor in interest to Jacksonville Funding Corporation, by its members
	 

 	 

 	 

By First Security Bank, National Association, as Owner Trustee for Michaels Stores Trust 1995-1
	 

 	 

 	 

By	 

 
	 	 	 	

	 	 	Name	 
	 	 	 	

	 	 	Title	 
	 	 	 	

	 

 	 

 	 

By First Security Bank, National Association, as Owner Trustee for Michaels Stores Trust 1995-2
	 

 	 

 	 

By	 

 
	 	 	 	

	 	 	Name	 
	 	 	 	

	 	 	Title	 
	 	 	 	




[signature
pages continue]


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	 	MICHAELS STORES, INC.
	 

 	 

By	 

 
	 	 	

	 	Name	 
	 	 	

	 	Title	 
	 	 	




[signature
pages continue]


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ACKNOWLEDGED
AND AGREED:


BANK
OF AMERICA, N.A., (successor in interest to

NationsBank of Texas, N.A.) as Agent

to the Lenders and as a Lender



	 
	 
	 	 

	By	 	 	 
	 	
	 	 
	Name	 	 	 
	 	
	 	 
	Title	 	 	 
	 	
	 	 



[signature
pages continue]


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Receipt
of the original counterpart of the foregoing Amendment No. 5 is hereby acknowledged on this ___ day of _____, 1999.1


BANK
OF AMERICA, N.A., as Agent to the Lenders



	 
	 
	 	 

	By	 	 	 
	 	
	 	 
	Name	 	 	 
	 	
	 	 
	Title	 	 	 
	 	
	 	 



[signature
pages continue]





1
This acknowledgment is executed in the original counterpart only.


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GUARANTY
FEDERAL BANK F.S.B. as a Lender



	 
	 
	 	 

	By	 	 	 
	 	
	 	 
	Name	 	 	 
	 	
	 	 
	Title	 	 	 
	 	
	 	 



[signature
pages continue]


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CREDIT
LYONNAIS NEW YORK BRANCH, as Co-Agent to the Lenders and as a Lender



	 
	 
	 	 

	By	 	 	 
	 	
	 	 
	Name	 	 	 
	 	
	 	 
	Title	 	 	 
	 	
	 	 



[signature
pages end]


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AMENDMENT NO. 5 TO AMENDED, MODIFIED AND RESTATED MASTER LEASE AGREEMENT