SIGNATURE PAGE TO THIS THIRD AMENDMENT SHALL BE
EFFECTIVE AS DELIVERY OF AN ORIGINAL EXECUTED COUNTERPART OF THIS THIRD
AMENDMENT. A COMPLETE SET OF COUNTERPARTS EXECUTED BY ALL THE PARTIES HERETO
SHALL BE LODGED WITH THE BORROWER AND THE ADMINISTRATIVE AGENT.
4.
THIS THIRD AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
5.
(A) THIS THIRD AMENDMENT SHALL BECOME
EFFECTIVE ON THE DATE (THE "THIRD AMENDMENT EFFECTIVE DATE") WHEN:
(I)
THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE REQUIRED LENDERS SHALL HAVE SIGNED A COUNTERPART HEREOF (WHETHER THE
SAME OR DIFFERENT COUNTERPARTS) AND THE BORROWER AND REQUIRED LENDERS SHALL HAVE
DELIVERED (INCLUDING BY WAY OF FACSIMILE TRANSMISSION) THEIR SIGNED COUNTERPARTS
TO THE ADMINISTRATIVE AGENT;
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED PAYMENT FROM THE BORROWER, FOR THE ACCOUNT OF EACH LENDER THAT EXECUTES
AND DELIVERS A COUNTERPART SIGNATURE PAGE TO THIS THIRD AMENDMENT PRIOR TO 12:00
NOON, NEW YORK CITY TIME, ON AUGUST 17, 2009, AN AMENDMENT FEE (AN "AMENDMENT
FEE") IN AN AGGREGATE AMOUNT EQUAL TO 0.025% OF THE AGGREGATE PRINCIPAL AMOUNT
OF THE LOANS OF SUCH LENDER.
THE AMENDMENT FEE SHALL BE PAYABLE IN IMMEDIATELY
AVAILABLE FUNDS AND, ONCE PAID, SUCH FEE OR ANY PART THEREOF SHALL NOT BE
REFUNDABLE; AND
(III)
THE BORROWER SHALL HAVE PAID ALL FEES AND
OTHER AMOUNTS DUE AND PAYABLE PURSUANT TO THIS THIRD AMENDMENT, INCLUDING, TO
THE EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF REASONABLE OUT-OF-POCKET
EXPENSES IN CONNECTION WITH THIS THIRD AMENDMENT
12
AND ANY OTHER REASONABLE OUT-OF-POCKET EXPENSES OF THE ADMINISTRATIVE AGENT
REQUIRED TO BE PAID OR REIMBURSED PURSUANT TO THE CREDIT AGREEMENT, INCLUDING
THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE
AGENT.
(b)
The Administrative Agent shall notify the
Borrower and the Lenders of the Third Amendment Effective Date and such notice
shall be conclusive and binding.
6.
BY EXECUTING AND DELIVERING A COPY
HEREOF, EACH LOAN PARTY HEREBY AGREES THAT ALL 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.
7.
FROM AND AFTER THE THIRD 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.
*
*
*
13
IN WITNESS WHEREOF, the undersigned have caused this Third Amendment to be duly
executed and delivered as of the date first above written.
MICHAELS STORES, INC.
By:
/s/ Elaine D. Crowley
Name:
Elaine D. Crowley
Title:
Executive Vice President - Chief
Financial Officer
DEUTSCHE BANK AG NEW YORK BRANCH, Individually and as Administrative Agent
By:
/s/ Enrique Landaeta
Name:
Enrique Landaeta
Title:
Vice President
By:
/s/ Omayra Laucella
Name:
Omayra Laucella
Title:
Vice President
Each of the undersigned Guarantors acknowledges and agrees to the terms of the
Third Amendment.