AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Exhibit 10.4
AMENDMENT NO. 1
TO
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
This Amendment No. 1 to the Amended and Restated Shareholders Agreement among Michaels Stores, Inc., a Delaware corporation (the “Company”) and certain Stockholders of the Company originally dated as of October 31, 2006 and amended and restated on January 31, 2007 (the “Agreement”), is entered into as of July 22, 2013 (this “Amendment”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
RECITALS
WHEREAS, the Company and each of the Stockholders executing this Amendment are parties to the Agreement and, the Company and such Stockholders, who collectively hold a majority of the Shares held by all Stockholders, wish to amend the Agreement pursuant to Section 8.2 thereof in order to address the merger of Michaels Stores MergerCo, Inc., with and into the Company to be effected pursuant to Section 251(g) of the Delaware General Corporation Law (the “Merger”); and
WHEREAS, in connection with the Merger, (i) all shares of Common Stock of the Company held by the Stockholders immediately prior to the consummation of the Merger will be exchanged for shares of common stock of The Michaels Companies, Inc., a Delaware corporation (“Topco”), the indirect parent of the Company, and (ii) all Options, Warrants and Convertible Securities held by the Stockholders immediately prior to the consummation of the Merger will be exchanged for options, warrants and convertible securities of Topco which can be exercised for, converted into or exchanged for shares of common stock of Topco.
NOW, THEREFORE, the parties hereby agree as follows:
1. Successor. As a result of the Merger, Topco shall be considered the successor of the Company pursuant to Section 10.3 of the Agreement and the rights and obligations of the Company under the Agreement shall become those of Topco in all respects.
2. Miscellaneous.
2.1. This Amendment and all claims arising out of or based upon this Amendment or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.
2.2. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument.
2.3 Except to the extent specifically amended hereby, the provisions of the Agreement shall remain unmodified and the Agreement is hereby confirmed as being in full force and effect.
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment No. 1 to Amended and Restated Shareholders Agreement effective as of the date first set forth above.
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MICHAELS STORES, INC. | |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Chief Administrative Officer and |
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Chief Financial Officer |
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THE MICHAELS COMPANIES, INC. | |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Chief Administrative Officer and |
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Chief Financial Officer |
Signature Page to Amendment No. 1 to
Amended and Restated Shareholders Agreement
INVESTORS:
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MICHAELS HOLDINGS LLC |
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MICHAELS HOLDINGS LLC | ||||
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By: |
/s/ Xxxxx X. Xxxxxxx |
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By: |
/s/ Xxxxxxx X. Xxxxx | ||
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Name: |
Xxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Manager |
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Title: |
Manager |
Signature Page to Amendment No. 1 to
Amended and Restated Shareholders Agreement
