ACCEPTANCE HEREOF, HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING
UNDER THIS SWINGLINE NOTE OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY
2
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THIS SWINGLINE NOTE OR ANY OTHER LOAN DOCUMENT, OR
THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND
EACH BORROWER, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY; AND WAIVES PRESENTMENT, DEMAND, PROTEST AND ANY
OTHER NOTICES THEREOF.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Borrowers have caused this Swingline Note to be duly
executed as of the date set forth above.
BORROWERS:
MICHAELS STORES, INC., as Lead Borrower and as a Borrower
By:
Name:
Title:
AARON BROTHERS, INC., as a Borrower
By:
Name:
Title:
MICHAELS STORES PROCUREMENT COMPANY, INC., as a Borrower
By:
Name:
Title:
ARTISTREE, INC., as a Borrower
By:
Name:
Title:
Signature Page to Swingline Note
EXHIBIT F TO CREDIT AGREEMENT
FORM OF JOINDER TO CREDIT AGREEMENT
This Joinder to Credit Agreement (this "Joinder") is made as of
, by and among:
, a
(the "New
[Borrower/Facility Guarantor]"), with its principal executive offices at
; and
BANK OF AMERICA, N.A., a national banking association, having a place of
business at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110 as
administrative agent (in such capacity, the "Administrative Agent") for its own
benefit and the benefit of the other Credit Parties (as defined in the Credit
Agreement referred to below) and as collateral agent (in such capacity, the
"Collateral Agent"), for its own benefit and for the benefit of the other
Secured Parties (as defined in the Credit Agreement referred to below) to the
Credit Agreement (as defined below);
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 a certain Amended and Restated Credit
Agreement dated as of February 18, 2010 (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), by, among others,
(i) Michaels Stores, Inc., a Delaware corporation, as a Borrower and as agent
(in such capacity, the "Lead Borrower") for itself and the other Borrowers,
(ii) the other Borrowers named therein (collectively, with the Lead Borrower,
the "Existing Borrowers"), (iii) the Facility Guarantors named therein (the
"Existing Facility Guarantors", and together with the Existing Borrowers and the
New [Borrower/Facility Guarantor], the "Loan Parties"), (iv) the Lenders named
therein (collectively, the "Lenders"), (v) Bank of America, N.A., as
Administrative Agent, and (vi) Bank of America, N.A., as Collateral Agent.
All
capitalized terms used herein, and not otherwise defined herein, shall have the
meanings assigned