venue
or based on the grounds of forum non conveniens, which it may now or hereafter
have to the bringing of any action or proceeding in such jurisdiction or other
jurisdiction chose by the Agents in respect of any Loan Document or other
document related thereto.
THIS SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAW THEREOF (BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.
Each Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Agents and the Swingline Lender, in the
establishment and maintenance of their respective relationship with the
Borrowers contemplated by this Swingline Note, are each relying thereon.
EACH
BORROWER, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING
UNDER THIS
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SWINGLINE NOTE OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY 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 E TO CREDIT AGREEMENT
FORM OF JOINDER AGREEMENT
This Joinder Agreement (this "Joinder") is made as of
, by and among:
, a
(the "New [Borrower/Facility
Guarantor]"), with its principal executive offices at
; and
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, having a
place of business at One Boston Place, 18th Floor, Boston, Massachusetts 02108,
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