BEEN DELIVERED TO ADMINISTRATIVE AGENT (A) COPIES
OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF EACH LOAN PARTY APPROVING AND
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS SECOND AMENDMENT AND
THE LOAN DOCUMENTS AS AMENDED BY THIS SECOND AMENDMENT, CERTIFIED AS OF THE
SECOND AMENDMENT EFFECTIVE DATE BY A RESPONSIBLE OFFICER, SECRETARY OR ASSISTANT
SECRETARY OF SUCH LOAN PARTY AS BEING IN FULL FORCE AND EFFECT WITHOUT
MODIFICATION OR AMENDMENT AND (B) GOOD STANDING CERTIFICATES FOR EACH LOAN PARTY
FROM EACH JURISDICTION IN WHICH SUCH LOAN PARTY IS ORGANIZED;
(V)
THERE SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT A
CERTIFICATE ATTESTING TO THE SOLVENCY OF THE LOAN PARTIES (TAKEN AS A WHOLE)
AFTER GIVING EFFECT TO THIS SECOND AMENDMENT, FROM THE CHIEF FINANCIAL OFFICER
OF THE BORROWER; AND
(vi)
there shall have been delivered to the Administrative Agent an
opinion from Ropes & Gray LLP, counsel to the Loan Parties, in a form reasonably
acceptable to the Administrative Agent.
6.
BY EXECUTING AND DELIVERING A COPY HEREOF, EACH LOAN PARTY HEREBY
AGREES THAT ALL LOANS (INCLUDING, WITHOUT LIMITATION, THE REPLACEMENT LOANS)
SHALL BE FULLY GUARANTEED PURSUANT TO THE GUARANTY TO WHICH IT IS PARTY IN
ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF AND SHALL BE FULLY SECURED
PURSUANT TO THE APPLICABLE COLLATERAL DOCUMENTS.
8
7.
THE BORROWER, THE ADMINISTRATIVE AGENT AND THE REPLACEMENT
LENDERS HEREBY ACKNOWLEDGE AND AGREE THAT THIS SECOND AMENDMENT AND THE
REPLACEMENT LOANS ARE PERMITTED BY THE APPLICABLE PROVISIONS OF SECTION 10.01 OF
THE CREDIT AGREEMENT AND THAT SUCH REPLACEMENT LOANS CONSTITUTE OBLIGATIONS.
8.
FROM AND AFTER THE SECOND AMENDMENT EFFECTIVE DATE, ALL
REFERENCES IN THE CREDIT AGREEMENT AND IN THE OTHER LOAN DOCUMENTS TO THE CREDIT
AGREEMENT SHALL BE DEEMED TO BE REFERENCES TO THE CREDIT AGREEMENT AS MODIFIED
HEREBY.
*
*
*
9
IN WITNESS WHEREOF, the undersigned have caused this Second Amendment to be duly
executed and delivered as of the date first above written.
MICHAELS STORES, INC.
By:
/s/ Lisa K. Klinger
Name:
Lisa K. Klinger
Title:
Senior Vice President - Finance
and Treasurer
DEUTSCHE BANK AG NEW YORK
BRANCH, Individually and as Administrative
Agent
By:
/s/ Enrique Landaeta
Name:
Enrique Landaeta
Title:
Vice President
By:
/s/ Evelyn Thierry
Name:
Evelyn Thierry
Title:
Vice President
Each of the undersigned Guarantors acknowledges and agrees to the terms of the
Second Amendment.
AARON BROTHERS, INC.
By:
/s/ Lisa K. Klinger
Lisa K. Klinger
Senior Vice President - Finance and Treasurer
ARTISTREE, INC.
By:
/s/ Lisa K. Klinger
Lisa K. Klinger
Senior Vice President - Finance and Treasurer
MICHAELS FINANCE COMPANY, INC.
By:
/s/ Lisa K. Klinger
Lisa K. Klinger
Senior Vice President - Finance and Treasurer
MICHAELS OF CANADA, ULC
By:
/s/ Lisa K. Klinger
Lisa K. Klinger
Senior Vice President - Finance and Treasurer
MICHAELS STORES CARD SERVICES, LLC
By:
/s/ Lisa K. Klinger
Lisa K. Klinger
Senior Vice President - Finance and Treasurer
MICHAELS STORES PROCUREMENT
COMPANY, INC.
By:
/s/ Lisa K. Klinger
Lisa K. Klinger
Senior Vice