2.
THE AGGREGATE AMOUNT OF THE PROPOSED
BORROWING IS $
(WHICH SHALL BE IN AN INTEGRAL
MULTIPLE OF $1,000,000.00, BUT NOT LESS THAN $5,000,000.00 IN THE CASE OF LIBO
LOANS), WHICH BORROWING CONSISTS OF THE FOLLOWING TYPES:
Type of Borrowing
(Prime Rate Loans or LIBO
Loans; FILO Loans
or Tranche A Loans)(2)
Amount of Loan
Interest Period for LIBO
Loans(3)
$
[days/months]
$
[days/months]
$
[days/months]
$
[days/months]
(1)
FOR LIBO LOANS, NOTICE OF BORROWING MUST BE RECEIVED BY 12:30 P.M.
ON THE SECOND BUSINESS DAY PRIOR TO THE PROPOSED BORROWING DATE.
FOR PRIME RATE
LOANS, NOTICE OF BORROWING MUST BE RECEIVED BY 12:00 P.M. ON THE SAME BUSINESS
DAY AS THE PROPOSED BORROWING DATE.
(2)
If no election is made as to the Type of Revolving Credit Loan,
such notice shall be deemed a request for Borrowing of Prime Rate Loans.
All
Borrowings shall be FILO Loans until such time as the FILO Credit Extensions are
in an amount equal to the lesser of the FILO Commitments or Incremental
Availability.
3.
PROCEEDS OF THE PROPOSED BORROWING ARE
TO BE DISBURSED TO THE FOLLOWING ACCOUNT(S):
The Lead Borrower, on behalf of the Borrowers, hereby certifies that the
following statements are true and correct on the date of the proposed Borrowing,
before and after giving effect thereto and to the application of the proceeds
therefrom:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES CONTAINED
IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS OR OTHERWISE MADE IN
WRITING IN CONNECTION THEREWITH ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
THOUGH MADE ON AND AS OF THE DATE OF THE PROPOSED BORROWING, OTHER THAN
REPRESENTATIONS AND WARRANTIES THAT RELATE SOLELY TO AN EARLIER DATE, WHICH ARE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE, PROVIDED THAT
ANY REPRESENTATION AND WARRANTY WHICH IS QUALIFIED AS TO "MATERIALITY",
"MATERIAL ADVERSE EFFECT" OR SIMILAR LANGUAGE ARE TRUE AND CORRECT IN ALL
RESPECTS ON SUCH RESPECTIVE DATES;
(B)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, OR
WOULD RESULT FROM SUCH PROPOSED BORROWING; AND
(C)
AFTER GIVING EFFECT TO THE PROPOSED BORROWING SET FORTH IN
SECTION 2 ABOVE, THERE WILL BE NO MORE THAN TEN (10) BORROWINGS OF LIBO LOANS
OUTSTANDING UNDER THE CREDIT AGREEMENT.
MICHAELS STORES, INC.,
as Lead Borrower
By:
Name:
Title:
(3)
If no election of Interest Period is
specified, such notice shall be deemed a request for an Interest Period of one
(1) month.
EXHIBIT D TO CREDIT AGREEMENT
FORM OF REVOLVING CREDIT NOTE
REVOLVING CREDIT NOTE
$
February 18, 2010
FOR VALUE RECEIVED, the undersigned (each, a "Borrower" and collectively, the
"Borrowers", together with all successors and assigns), jointly and severally
promise to pay to the order of
(hereinafter,
together with its successors in title and assigns, the "Lender"), c/o Bank of
America, N.A., 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the
principal sum of
DOLLARS
($
), or, if less, the aggregate unpaid principal
balance of