EXHIBIT 10.5 AGREEMENTConsulting Agreement • May 2nd, 1997 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
WAIVER AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 2nd, 1997 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
REVOLVING CREDIT AGREEMENT DATED as of August 28, 1998Revolving Credit Agreement • September 15th, 1998 • Michaels Stores Inc • Retail-hobby, toy & game shops
Exhibit 10.23 SEPARATION AGREEMENT AND RELEASE THIS Separation Agreement and Release ("Agreement") is entered into effective as of March 26, 2001, between MICHAELS STORES, INC. ("Michaels") and JOHN C. MARTIN ("Employee"). WHEREAS, Employee has been...Separation Agreement • April 30th, 2001 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT DATED AS OF JULY 6, 2001Registration Rights Agreement • August 1st, 2001 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
and GUARANTY BANK as Co-Documentation AgentRevolving Credit Agreement • June 19th, 2001 • Michaels Stores Inc • Retail-hobby, toy & game shops
AMENDMENT NO. 2 TO AMENDED, MODIFIED AND RESTATED MASTER LEASE AGREEMENTMaster Lease Agreement • May 1st, 1998 • Michaels Stores Inc • Retail-hobby, toy & game shops
INDENTURE Dated as of December 19, 2013 Among MICHAELS STORES, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 5 7/8% SENIOR SUBORDINATED NOTES DUE 2020Indenture • December 19th, 2013 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
INDENTURE, dated as of December 19, 2013, among Michaels Stores, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.
MICHAELS STORES, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement") is entered into by and between Michaels Stores, Inc., a Delaware corporation (the "Company"), and R. Michael Rouleau, an employee or other advisor of the...Stock Option Agreement • June 17th, 1997 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
AGREEMENTAmendment to Agreement • May 1st, 1998 • Michaels Stores Inc • Retail-hobby, toy & game shops
REGISTRATION RIGHTS AGREEMENT Dated as of September 27, 2012 Among MICHAELS STORES, INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO and DEUTSCHE BANK SECURITIES INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL INC., CREDIT...Registration Rights Agreement • October 2nd, 2012 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
This Agreement is entered into in connection with the Purchase Agreement, dated September 20, 2012 (the “Purchase Agreement”), by and among the Issuer, the Guarantors and the Initial Purchasers, which provides for, among other things, the sale by the Issuer to the Initial Purchasers of $200,000,000 aggregate principal amount of the Issuer’s 7¾% Senior Notes due 2018 (the “Notes”). The Notes are issued under an indenture, dated as of October 21, 2010 as supplemented by the supplemental indenture dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Issuer, the Guarantors and Law Debenture Trust Company of New York, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes and the Guarantees. In order to induce the Ini
EMPLOYMENT AGREEMENT by and between MICHAELS STORES INC. andEmployment Agreement • May 1st, 1998 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
EXHIBIT 10.22 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of March 20, 2001 by and between Michaels Stores, Inc., a Delaware corporation (the "Company"), and R. Michael Rouleau ("Executive"). The parties hereto agree as...Employment Agreement • April 30th, 2001 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
CREDIT AGREEMENT Dated as of October 31, 2006 among MICHAELS STORES, INC., as Borrower, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, THE OTHER LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and BANK OF AMERICA,...Credit Agreement • December 7th, 2006 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 17, 2012 MICHAELS STORES, INC. As Lead Borrower for THE BORROWERS PARTY HERETO THE FACILITY GUARANTORS PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION As Administrative Agent and...Credit Agreement • September 18th, 2012 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • March 30th, 2006 • Michaels Stores Inc • Retail-hobby, toy & game shops • Delaware
This Officer Indemnification Agreement, dated as of , 2005 (this “Agreement”), is made by and between Michaels Stores, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 28, 2013 among MICHAELS STORES, INC., as Borrower, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, THE OTHER LENDERS PARTY HERETO, and BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES...Credit Agreement • February 1st, 2013 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of January 28, 2013, among MICHAELS STORES, INC., a Delaware corporation (the “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING, INC., and WELLS FARGO SECURITIES, LLC, as Co-Documentation Agents.
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 1997 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 30th, 2006 • Michaels Stores Inc • Retail-hobby, toy & game shops • Delaware
This Director Indemnification Agreement, dated as of , 2005 (this “Agreement”), is made by and between Michaels Stores, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
MICHAELS STORES, INC. $250,000,000 5.875% Senior Subordinated Notes due 2020 PURCHASE AGREEMENTPurchase Agreement • June 11th, 2014 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
Michaels Stores, Inc., a Delaware corporation (the “Issuer”), will issue and sell to the several parties named in Schedule I hereto (each an “Initial Purchaser” and, together, the “Initial Purchasers”) $250,000,000 aggregate principal amount of its 5.875% Senior Subordinated Notes due 2020 (the “Securities”). The Securities will be issued by the Issuer pursuant to the indenture, dated as of December 19, 2013 (the “Base Indenture”), among the Issuer, the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated on or about June 16, 2014 (the “Supplemental Indenture” and collectively with the Base Indenture, the “Indenture”), among the Issuer, the Guarantors and the Trustee, relating to the issuance of the Securities. The Securities and the Issuer’s $260.0 million 5.875% Senior Notes due 2020 previously issued under the Base Indenture (the “Initial Notes”) will be treated as a single seri
EXHIBIT 10.18 IBM Credit Corporation STAMFORD, CT 06904 Term Lease Master Agreement Name and Address of Lessee: Agreement No.: CM30101 MICHAEL'S STORES, INC. 5931 CAMPUS CIRCLE IBM Branch Office No.: CMP IRVING, TX 75063 IBM Branch Office Address: IBM...Term Lease Master Agreement • May 2nd, 1997 • Michaels Stores Inc • Retail-hobby, toy & game shops • Connecticut
CREDIT AGREEMENT Dated as of November 18, 2005 among MICHAELS STORES, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Syndication...Credit Agreement • November 22nd, 2005 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered. The Applicable Rate in effect from the Closing Date through the first Business Day immediately following the date the Compliance Certificate is delivered for the fiscal quarter ended January 28, 2006 shall be determined based upon Pricing Level III.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 18, 2010 MICHAELS STORES, INC. As Lead Borrower for THE BORROWERS PARTY HERETO THE FACILITY GUARANTORS PARTY HERETO BANK OF AMERICA, N.A. As Administrative Agent and Collateral Agent WELLS...Credit Agreement • February 19th, 2010 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
AGREEMENTEmployment Agreement • May 24th, 2013 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
AGREEMENT made and entered into by and between Michaels Stores, Inc. (the “Company”) and Carl Rubin (the “Executive”), this 13th day of February, 2013.
MICHAELS STORES, INC. FORM OF STOCK OPTION AGREEMENTStock Option Agreement • May 24th, 2013 • Michaels Stores Inc • Retail-hobby, toy & game shops
CREDIT AGREEMENT dated as of October 31, 2006 MICHAELS STORES, INC. The Lead Borrower For THE BORROWERS NAMED HEREIN THE FACILITY GUARANTORS PARTY HERETO BANK OF AMERICA, N.A. As Administrative Agent and Collateral Agent DEUTSCHE BANK SECURITIES INC....Credit Agreement • December 7th, 2006 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
RECITALS:Consulting Agreement • May 1st, 1998 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
SEPARATION AGREEMENTSeparation Agreement • May 3rd, 2007 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
This Agreement is made by and between Michaels Stores, Inc. (the “Company”) and Sam Wyly (the “Executive”) on the Closing Date of the merger described in the Recitals below (the “Effective Date”). Any capitalized term not defined in this Agreement shall have the meaning ascribed to it in the Merger Agreement (defined in the Recitals).
RECITALOption Agreement • May 2nd, 1997 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
Forms of Award Agreements under the Michaels Stores, Inc. 2005 Incentive Compensation Plan Amended April 21, 2006Employee Stock Option Agreement • June 13th, 2006 • Michaels Stores Inc • Retail-hobby, toy & game shops
Under the terms and conditions of the Michaels Stores, Inc. 2005 Incentive Compensation Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Michaels Stores, Inc., a Delaware corporation (the “Company”), grants to the individual whose name is set forth above (the “Participant”) an option (the “Option”) to purchase the number of shares of the Company’s Common Stock set forth above at the price per share set forth above (the “Option Price”). Terms not defined in this Agreement have the meanings set forth in the Plan.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT among Michaels Stores, Inc. and Certain Stockholders of Michaels Stores, Inc. Originally dated as of October 31, 2006 and amended and restated on February 16, 2007Stockholders Agreement • May 3rd, 2007 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
This Amended and Restated Stockholders Agreement (the “Agreement”) is made as of February 16, 2007 and amends and restates the Stockholders Agreement dated as of October 31, 2006 (the “Original Agreement”), and is by and among:
FORM OF COMMITTED LOAN NOTICECredit Agreement • March 15th, 2013 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
SECURITY AGREEMENT, dated as of October 31, 2006, among MICHAELS STORES, INC. (the “Borrower”), a Delaware corporation, the Subsidiaries of the Borrower identified herein and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent for the Secured Parties (as defined below).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • June 6th, 2008 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 7th, 2004 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
FIRST AMENDMENT AND CONSENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 12th, 2002 • Michaels Stores Inc • Retail-hobby, toy & game shops
First Amendment and Consent to Revolving Credit Agreement dated as of December 31, 2001 (this "First Amendment and Consent"), by and among MICHAELS STORES, INC., a Delaware corporation (the "Borrower") and FLEET NATIONAL BANK and the other lending institutions listed on Schedule 1 to the Credit Agreement (as hereinafter defined) (collectively, the "Banks") and FLEET NATIONAL BANK in its capacity as administrative agent for the Banks (the "Agent"). Terms not otherwise defined herein which are defined in the Revolving Credit Agreement dated as of May 1, 2001 (as amended and in effect from time to time, the "Credit Agreement") by and among the Borrower, the Banks and the Agent, shall have the respective meanings herein assigned to such terms in the Credit Agreement.
