Collateral Agent or the Term
Agent, as applicable):
If to the Collateral Agent:
Bank of America, N.A.
100 Federal Street, 9th Floor
Boston, Massachusetts 02110
Attention: David Vega
If to the Term Agent:
Deutsche Bank AG New York Branch
2
60 Wall Street
New York, New York 10005
Attn: Meg Sutton
The Processor shall be fully protected in acting on any order or direction by an
officer of the Collateral Agent or the Term Agent given in accordance with the
terms of this letter respecting the Charges and the Credit Card Proceeds without
making any inquiry whatsoever as to the Collateral Agent's or the Term Agent's
right or authority to give such order or direction or as to the application of
any payment made pursuant thereto.
This letter may be amended only by notice in writing signed by an officer of the
Loan Party, an officer of the Collateral Agent and an officer of the Term Agent,
and may be terminated solely by written notice signed by an officer of the
Collateral Agent and an officer of the Term Agent.
[remainder of page intentionally blank]
3
Very truly yours,
The LOAN PARTY:
By:
Name:
Title:
cc:
Bank of America, N.A.
Deutsche Bank AG New York Branch
Signature Page to Credit Card Notification
EXHIBIT H TO CREDIT AGREEMENT
FORM OF COMPLIANCE CERTIFICATE
To:
Bank of America, N.A.,
Date:
as Administrative Agent
100 Federal Street, 9th Floor
Boston, Massachusetts 02110
Attention: Mr. David Vega
Re:
Amended and Restated Credit Agreement dated as
of February 18, 2010 (as modified, amended, supplemented or restated and in
effect from time to time, the "Credit Agreement") by and between, among others,
Michaels Stores, Inc. for itself and as agent (in such capacity, the "Lead
Borrower" ) for the other Borrowers party thereto, the other Borrowers party
thereto, and Bank of America, N.A., as administrative agent (the
"Administrative Agent") for its own benefit and the benefit of the other Credit
Parties.
Capitalized terms used but not defined herein shall have the meanings
set forth in the Credit Agreement.
The undersigned, a duly authorized and acting Financial Officer of the Lead
Borrower, hereby certifies to you as follows:
1.
NO DEFAULTS OR EVENTS OF DEFAULT.
NO
DEFAULT OR EVENT OF DEFAULT PRESENTLY EXISTS, EXCEPT AS SET FORTH IN APPENDIX I.
2.
FINANCIAL CALCULATIONS.
ATTACHED
HERETO AS APPENDIX II ARE ALL REASONABLY DETAILED CALCULATIONS WITH RESPECT TO
(A) AVERAGE DAILY AVAILABILITY AND (B) THE CONSOLIDATED FIXED CHARGE COVERAGE
RATIO, EACH FOR THE PERIOD ENDING
.
3.
STORE OPENINGS AND CLOSINGS.
APPENDIX
III HERETO SETS FORTH IN REASONABLE DETAIL ALL STORE OPENINGS AND STORE CLOSINGS
FOR THE PERIOD ENDING
, AND STATES THE AGGREGATE NUMBER OF THE
LOAN PARTIES' STORES AS OF THE FIRST DAY OF THE CURRENT FISCAL QUARTER/YEAR.
4.
RENTAL PAYMENT STATUS.
APPENDIX IV
HERETO SETS FORTH IN REASONABLE DETAIL THE STATUS OF RENTAL PAYMENTS FOR EACH OF
THE LOAN PARTIES' (I) WAREHOUSES AND DISTRIBUTION CENTERS (OTHER THAN WAREHOUSES
AND DISTRIBUTION CENTERS WITH RESPECT TO