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
MICHAELS STORES, INC. as Issuer, the GUARANTORS named herein, as Guarantors, and LAW DEBENTURE TRUST COMPANY OF NEW YORK, as TrusteeSupplemental Indenture • October 2nd, 2012 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
