EXHIBIT A ASSIGNMENT AND ACCEPTANCE

Exhibit 10.21

EXHIBIT A

ASSIGNMENT AND ACCEPTANCE

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each](2) Assignee identified in item 2 below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4)  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as further defined below, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the revolving credit facility provided by Lenders under the Credit Agreement (including, without limitation, participations in Letters of Credit and Swingline Loans included in such facility) and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively

(1)  For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors, choose the second bracketed language.

(2)  For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the second bracketed language.

(3)  Select as appropriate.

(4)  Include bracketed language if there are either multiple Assignors or multiple Assignees.

as [the][an] “Assigned Interest”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.

3.                                      Borrowers:            Michaels Stores, Inc., a Delaware corporation, Michaels Stores Procurement Company, Inc., a Delaware corporation, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., a Delaware corporation, and Artistree, Inc., a Delaware corporation

4.                                      Administrative Agent:                ▇▇▇▇▇ Fargo Bank, National Association

5.                                      Collateral Agent:                         ▇▇▇▇▇ Fargo Bank, National Association

6.                                      Credit Agreement:               Second Amended and Restated Credit Agreement dated as of September 17, 2012 (as such may be amended, restated, supplemented, or otherwise modified from time to time) by, among others, (i) Michaels Stores, Inc., a Delaware corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the Borrowers party thereto, (ii) the other Borrowers party thereto, (iii) the Facility Guarantors party thereto, (iv) the Lenders party thereto, and (v) ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent and Collateral Agent.

7.                                      Assigned Interest[s]:

[8.           Trade Date:                                     ](10)

(5)  List each Assignor, as appropriate.

(6)  List each Assignee, as appropriate.

(7)  Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Assignment Effective Date.

(8)  Subject to minimum amount requirements pursuant to Section 9.07(a) of the Credit Agreement.

(9)  Set forth, to at least 9 decimals, as a percentage of the Commitment/ Revolving Credit Loans of all Lenders thereunder.

Assignment Effective Date:                                     , 20     [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE DATE OF DELIVERY OF THIS ASSIGNMENT AND ACCEPTANCE FOR RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Acceptance are hereby agreed to:

[Consented to and](11) Accepted:

(10)  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

(11)  To the extent that the Administrative Agent’s consent is required under Section 9.07(a) of the Credit Agreement.

[Consented to:](12)

(12)  To the extent required under Section 9.07(a) of the Credit Agreement.

ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE

Reference is made to the Second Amended and Restated Credit Agreement dated as of September 17, 2012 (as such may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by, among others, (i) Michaels Stores, Inc., a Delaware corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the Borrowers party thereto, (ii) the other Borrowers party thereto, (iii) the Facility Guarantors party thereto, (iv) the Lenders party thereto, and (v) ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent and Collateral Agent.

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE

1.         Representations and Warranties.

1.1.     Assignor.  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Loan Parties or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Loan Parties or any other Person of any of their respective obligations under any Loan Document.

1.2.     Assignee.  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07(a) of the Credit Agreement) and it is not a Deteriorating Lender, (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, the Collateral Agent, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter

into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, and (vii) if it is a Lender that is organized under the laws of a jurisdiction other than that in which the Borrowers are residents for tax purposes, to the extent reasonably requested by the Administrative Agent, attached hereto are duly completed and executed by [the][such] Assignee, any U.S. Internal Revenue Service forms required under Section 2.23 of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.         Payments.  From and after the Assignment Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued up to but excluding the Assignment Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Assignment Effective Date.

3.         General Provisions.  This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance.  This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to principles of conflicts of law thereof (but including Section 5-1401 of the New York General Obligations Law).

4.         Fees.    This Assignment and Acceptance shall be delivered to the Administrative Agent with a processing and recordation fee of $3,500, to the extent required by the terms of the Credit Agreement.

EXHIBIT B TO CREDIT AGREEMENT

FORM OF NOTICE OF BORROWING

Date:                                 

To:                             ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇

Re:          Second Amended and Restated Credit Agreement dated as of September 17, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and between, among others, Michaels Stores, Inc., a Delaware corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto, the other Borrowers party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties.  Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

Ladies and Gentlemen:

The Lead Borrower refers to the above described Credit Agreement and, on behalf of the Borrowers, hereby irrevocably notifies you of the Borrowing requested below:

1.                                      The Business Day of the proposed Borrowing is                           , 20    .(1)

2.                                      The aggregate amount of the proposed Borrowing is $                             (which shall be in an integral multiple of $1,000,000.00), which Borrowing consists of the following Types:

(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.

(3)           If no election of Interest Period is specified, such notice shall be deemed a request for an Interest Period of one (1) month.

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;

(c)           The aggregate outstanding amount of Credit Extensions to, or for the account of, the Borrowers, after giving effect to the Borrowing requested hereby, does not exceed the Loan Cap on the date of such Borrowing (except for Permitted Overadvances;

(d)           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; and

(e)           To the extent the proceeds of the proposed Borrowing will be used to fund a Restricted Payment or a payment in respect of Subordinated Indebtedness, the Loan Parties, on a Consolidated basis, are Solvent.

EXHIBIT C TO CREDIT AGREEMENT

FORM OF REVOLVING CREDIT NOTE

REVOLVING CREDIT NOTE

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 and permitted assigns, the “Lender”), c/o Wells Fargo Bank, National Association, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, the principal sum of                                                            DOLLARS ($                                    ), or, if less, the aggregate unpaid principal balance of Revolving Credit Loans made by the Lender to or for the account of any Borrower pursuant to the Credit Agreement (as hereafter defined), with interest, fees, expenses and costs at the rate and payable in the manner stated in the Credit Agreement.  As used herein, the “Credit Agreement” means and refers to that certain Second Amended and Restated Credit Agreement dated as of September 17, 2012 (as such may be amended, restated, supplemented or otherwise modified from time to time) by, among others, (i) Michaels Stores, Inc., a Delaware corporation, as a Borrower and as agent (in such capacity, the “Lead Borrower”) for itself and the other Borrowers, (ii) the other Borrowers named therein, (iii) the Facility Guarantors named therein, (iv) the Lenders named therein, (v) ▇▇▇▇▇ Fargo Bank, National Association. as Administrative Agent (in such capacity, the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties, and (vi) ▇▇▇▇▇ Fargo Bank, National Association, as Collateral Agent for its own benefit and the benefit of the other Secured Parties.  [This Revolving Credit Note replaces in its entirety that certain Revolving Credit Note dated [              ], by the Borrowers, payable to the Lender, in the aggregate principal amount of [$              ].]

This is a “Revolving Credit Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof.  The principal of, and interest on, this Revolving Credit Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Administrative Agent’s books and records concerning the Revolving Credit Loans, the accrual of interest thereon, and the repayment of such Revolving Credit Loans, shall be prima facie evidence of the indebtedness to the Lender hereunder, absent manifest error.

No delay or omission by any Agent or the Lender in exercising or enforcing any of such Agent’s or Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion.  No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver.

Each Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof.  Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any  Agent and/or the Lender with respect to this Revolving Credit Note and/or any Security Document or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Revolving Credit Note.

This Revolving Credit Note shall be binding upon each Borrower and upon their respective successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees and permitted assigns.

The liabilities of each Borrower are joint and several, provided, however, the release by any Agent or the Lender of any one or more such Persons shall not release any other Person obligated on account of this Revolving Credit Note.  Each reference in this Revolving Credit Note to each Borrower is to such Person individually and also to all such Persons jointly.  No Person obligated on account of this Revolving Credit Note may seek contribution from any other Person also obligated unless and until all liabilities, obligations and indebtedness to the Lender of the Person from whom contribution is sought have been satisfied in full.

Each Borrower agrees that any legal action or proceeding arising under this Revolving Credit Note or in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to this Revolving Credit Note or any other Loan Document, or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, may be brought in the courts of the state of New York sitting in New York City or of the United States for the Southern District of such state, and by execution and delivery of this Revolving Credit Note, each Borrower consents, for itself and in respect of its property, to the non-exclusive jurisdiction of those courts.  Each Borrower irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction or other jurisdiction chose by the Agents in respect of any Loan Document or other document related thereto.

THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW THEREOF (BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Agents and the Lender, in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Revolving Credit Note, are each

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relying thereon.  EACH BORROWER, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS REVOLVING CREDIT NOTE OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS REVOLVING CREDIT NOTE OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH BORROWER, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY; AND WAIVES PRESENTMENT, DEMAND, PROTEST AND ANY OTHER NOTICES THEREOF.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Borrowers have caused this Revolving Credit Note to be duly executed as of the date set forth above.

Signature Page to Revolving Credit Note

EXHIBIT D TO CREDIT AGREEMENT

FORM OF SWINGLINE NOTE

SWINGLINE NOTE

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 ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national banking association with an office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter, together with its successors and permitted assigns, the “Swingline Lender”), the principal sum of SEVENTY FIVE MILLION DOLLARS ($75,000,000.00), or, if less, the aggregate unpaid principal balance of Swingline Loans made by the Swingline Lender to or for the account of any Borrower pursuant to the Credit Agreement (as hereafter defined), with interest, fees, expenses and costs at the rate and payable in the manner stated in the Credit Agreement.  As used herein, the “Credit Agreement” means and refers to that certain Second Amended and Restated Credit Agreement dated as September 17, 2012 (as such may be amended, restated, supplemented or otherwise modified from time to time) by, among others, (i) Michaels Stores, Inc., a Delaware corporation, as a Borrower and as agent (in such capacity, the “Lead Borrower”) for itself and the other Borrowers, (ii) the other Borrowers named therein, (iii) the Facility Guarantors named therein, (iv) the Lenders named therein, (v) ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties, and (vi) ▇▇▇▇▇ Fargo Bank, National Association, as Collateral Agent for its own benefit and the benefit of the other Secured Parties.

This is the “Swingline Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof.  The principal of, and interest on, this Swingline Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Administrative Agent’s books and records concerning the Swingline Loans, the accrual of interest thereon, and the repayment of such Swingline Loans, shall be prima facie evidence of the indebtedness to the Swingline Lender hereunder, absent manifest error.

No delay or omission by any Agent or the Swingline Lender in exercising or enforcing any of such Agent’s or Swingline Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion.  No

waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver.

Each Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof.  Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent and/or the Swingline Lender with respect to this Swingline Note and/or any Security Document, or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Swingline Note.

This Swingline Note shall be binding upon each Borrower and upon their respective successors, assigns, and representatives, and shall inure to the benefit of the Swingline Lender and its successors, endorsees and permitted assigns.

The liabilities of each Borrower are joint and several, provided, however, the release by any Agent or the Swingline Lender of any one or more such Persons shall not release any other Person obligated on account of this Swingline Note.  Each reference in this Swingline Note to each Borrower is to such Person individually and also to all such Persons jointly.  No Person obligated on account of this Swingline Note may seek contribution from any other Person also obligated unless and until all liabilities, obligations and indebtedness to the Swingline Lender of the Person from whom contribution is sought have been satisfied in full.

Each Borrower agrees that any legal action or proceeding arising under this Swingline Note or in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to this Swingline Note or any other Loan Document, or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, may be brought in the courts of the state of New York sitting in New York City or of the United States for the Southern District of such state, and by execution and delivery of this Swingline Note, each Borrower consents, for itself and in respect of its property, to the non-exclusive jurisdiction of those courts.  Each Borrower irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction or other jurisdiction chose by the Agents in respect of any Loan Document or other document related thereto.

THIS SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW THEREOF (BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Agents and the Swingline Lender, in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Swingline Note, are each relying thereon.  EACH BORROWER, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS

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SWINGLINE NOTE OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS SWINGLINE NOTE OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH BORROWER, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY; AND WAIVES PRESENTMENT, DEMAND, PROTEST AND ANY OTHER NOTICES THEREOF.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Borrowers have caused this Swingline Note to be duly executed as of the date set forth above.

Signature Page to Swingline Note

EXHIBIT E TO CREDIT AGREEMENT

FORM OF JOINDER AGREEMENT

This Joinder Agreement (this “Joinder”) is made as of                                   , by and among:

                                                   , a                                                    (the “New [Borrower/Facility Guarantor]”), with its principal executive offices at                                                 ; and

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national banking association, having a place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as administrative agent (in such capacity, the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties (as defined in the Credit Agreement referred to below) and as collateral agent (in such capacity, the “Collateral Agent”), for its own benefit and for the benefit of the other Secured Parties (as defined in the Credit Agreement referred to below) to the Credit Agreement (as defined below);

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

W I T N E S S E T H :

A.            Reference is made to a certain Second Amended and Restated Credit Agreement dated as of September 17, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by, among others, (i) Michaels Stores, Inc., a Delaware corporation, as a Borrower and as agent (in such capacity, the “Lead Borrower”) for itself and the other Borrowers, (ii) the other Borrowers named therein (collectively, with the Lead Borrower, the “Existing Borrowers”), (iii) the Facility Guarantors named therein (the “Existing Facility Guarantors”, and together with the Existing Borrowers and the New [Borrower/Facility Guarantor], the “Loan Parties”), (iv) the Lenders named therein (collectively, the “Lenders”), (v) ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent, and (vi) ▇▇▇▇▇ Fargo Bank, National Association, as Collateral Agent.  All capitalized terms used herein, and not otherwise defined herein, shall have the meanings assigned to such terms in the Credit Agreement.

B.            The New [Borrower/Facility Guarantor] desires to become a party to, and be bound by the terms of, the Credit Agreement and the other Loan Documents in the same capacity and to the same extent as the Existing [Borrowers/Facility Guarantors] thereunder.

C.            Pursuant to the terms of the Credit Agreement, in order for the New [Borrower/Facility Guarantor] to become party to the Credit Agreement and the other Loan

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Documents as provided herein, the New [Borrower/Facility Guarantor] and the other Loan Parties are required to execute this Joinder.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.                                      Joinder and Assumption of Obligations.  Effective as of the date of this Joinder, the New [Borrower/Facility Guarantor] hereby acknowledges that the New [Borrower/Facility Guarantor] has received and reviewed copies of the Credit Agreement and the other Loan Documents, and hereby:

a.                                      joins in the execution of, and becomes a party to, the Credit Agreement as a [Borrower/Facility Guarantor], as indicated by its signature below;

b.                                      covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments (other than covenants, agreements, liabilities and acknowledgments which specifically relate solely to an earlier date) of a [Borrower/Facility Guarantor] under the Credit Agreement and the other Loan Documents, in each case, with the same force and effect as if such New [Borrower/Facility Guarantor] was a signatory to the Credit Agreement and the other Loan Documents and was expressly named as a [Borrower/Facility Guarantor] therein; and

c.                                       assumes and agrees to perform all applicable duties and Obligations of a Loan Party under the Credit Agreement and the other Loan Documents.

2.                                      Representations and Warranties.  The New [Borrower/Facility Guarantor] hereby makes all representations, warranties and other statements (other than representations, warranties, and other statements which specifically relate solely to an earlier date) of a [Borrower/Facility Guarantor] under the Credit Agreement and the other Loan Documents, in each case, with the same force and effect as if such New [Borrower/Facility Guarantor] was a signatory to the Credit Agreement and the other Loan Documents and was expressly named as a [Borrower/Facility Guarantor] therein.  To the extent that any changes in any representations, warranties, and covenants require any amendments to the Schedules to the Credit Agreement, such Schedules are hereby updated, as evidenced by any supplemental Schedules (if any) annexed to this Joinder at Annex A.

3.                                      Ratification of Loan Documents.  Except as specifically amended by this Joinder and the other documents executed and delivered in connection herewith, all of the terms and conditions of the Credit Agreement and of the other Loan Documents shall remain in full

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force and effect as in effect prior to the date hereof, without releasing any Loan Party thereunder or Collateral therefor.

4.                                      Conditions Precedent to Effectiveness.  This Joinder shall not be effective until each of the following conditions precedent has been fulfilled to the satisfaction of the Administrative Agent:

a.                                      This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent.

b.                                      All action on the part of the New [Borrower/Facility Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower/Facility Guarantor] of this Joinder and all other documentation, instruments, and agreements required to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.

c.                                       The New [Borrower/Facility Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:

i.                                          Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization.

ii.                                       A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Organization Documents.

iii.                                    Perfection Certificate in the form delivered by the Loan Parties on the Restatement Date.

iv.                                   Execution and delivery by the New [Borrower/Facility Guarantor] of the following Loan Documents:

a)                                     [Joinders to the Revolving Credit Notes];

b)                                     [Joinder to the Swingline Note];

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c)                                      Joinder to the Security Documents, as applicable (including, without limitation, a Security Agreement Supplement (as defined in the Security Agreement));

d)                                     [Joinder to the Fee Letter];

e)                                      [Blocked Account Agreement with [                                ]];

f)                                       [Guarantee Agreement Supplement (as defined in the Guarantee Agreement))]; and

g)                                      Such other documents, agreements and certificates as the Administrative Agent and the Collateral Agent may reasonably require.

d.                                      The Agents shall have received a favorable written legal opinion of the Loan Parties’ counsel addressed to the Agents and the other Lenders, covering such matters relating to the New [Borrower/Facility Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Agents shall reasonably request.

e.                                       The Collateral Agent shall have received all documents and instruments, (including UCC financing statements and Blocked Account Agreements), required by law or reasonably requested by the Collateral Agent to create or perfect the first priority Lien intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the reasonable satisfaction of the Collateral Agent.

f.                                        All Credit Party Expenses incurred by the Agents in connection with the preparation and negotiation of this Joinder and related documents (including the fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower/Facility Guarantor].

g.                                       The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Agents may reasonably request.

5.                                      Miscellaneous.

a.                                      This Joinder may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.

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b.                                      This Joinder expresses the entire understanding of the parties with respect to the transactions contemplated hereby.  No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

c.                                       Any determination that any provision of this Joinder or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Joinder.

d.                                      THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, each of the undersigned has caused this Joinder to be duly executed and delivered by its proper and duly authorized officer as of the date set forth below.

Signature Page to Joinder Agreement

Signature Page to Joinder Agreement

Annex A

Supplemental Schedules

[see attached]

Signature Page to Joinder Agreement

Signature Page to Joinder Agreement

Signature Page to Joinder Agreement

EXHIBIT F TO CREDIT AGREEMENT

CREDIT CARD NOTIFICATION

PREPARE ON LOAN PARTY LETTERHEAD - ONE FOR EACH PROCESSOR

, 2012

BY CERTIFIED MAIL — RETURN RECEIPT REQUESTED

To:                             [Name and Address of Processor]

(the “Processor”)

Re:

Merchant Account Number:                                          .  The credit card processing agreement between                                  and                                  dated                                  (the “Processing Agreement”).

Dear Sir/Madam:

Under various agreements among                               , a                              with an address at                                      (the “Loan Party”) and (i) ▇▇▇▇▇ Fargo Bank, National Association, a national banking association with offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as collateral agent (in such capacity, herein the “Collateral Agent”) for the benefit of a syndicate of lenders and certain other secured parties (the “ABL Secured Parties”), and (ii) Deutsche Bank AG New York Branch, a branch of Deutsche Bank AG, with a license issued by the Bank Department of the State of New York, with offices at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as agent (in such capacity, herein the “Term Agent”) for the benefit of a syndicate of lenders and certain other secured parties (the “Term Loan Secured Parties”), the Loan Party has granted to the Collateral Agent, for the benefit of the Collateral Agent and the other ABL Secured Parties, and to the Term Agent, for the benefit of the Term Agent and the other Term Loan Secured Parties, a security interest in and to, among other things, the Loan Party’s inventory, credit card receivables, certain accounts, books and records relating to the foregoing, and proceeds therefrom, including without limitation, all amounts due or to become due from the Processor to the Loan Party pursuant to the Processing Agreement between the Processor and the Loan Party.

Under the terms and provisions of the agreements with the Collateral Agent and the Term Agent, under certain circumstances, the Loan Party is obligated to deliver all proceeds of the Loan Party’s accounts, accounts receivable and inventory to the Collateral Agent or the Term Agent, as applicable.  Such proceeds include all credit card charges (the “Charges”) submitted by the Loan Party to the Processor for processing and the amounts which the Processor owes to the Loan Party on account thereof (the “Credit Card Proceeds”) and all other amounts due or to become due to the Loan Party under the Processing Agreement.

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Until the Processor receives notification from an officer of the Collateral Agent as provided below, all amounts due from time to time from the Processor to the Loan Party (including Credit Card Proceeds, payment from any reserve account or the like or other payments) shall be transferred only as follows:

By ACH, Depository Transfer Check, or Electronic Depository Transfer to:

ABA #

For Credit to

Account No.

After the Processor receives notification from an officer of the Collateral Agent, all amounts shall be transferred as the Processor may be instructed from time to time in writing by an officer of the Collateral Agent.  After the Processor receives notification from the Collateral Agent that all obligations of the Loan Party to the ABL Secured Parties have been paid in full and the commitments of the ABL Secured Parties to make loans or advances to the Loan Party have terminated, all amounts shall be transferred as the Processor may be instructed from time to time in writing by an officer of the Term Agent.  After the Processor receives notification from the Term Agent that all obligations of the Loan Party to the Term Loan Secured Parties have been paid in full and the commitments of the Term Loan Secured Parties to make loans to the Loan Party have terminated, all amounts shall thereafter be transferred as the Processor may be instructed by the Loan Party.

Upon request of an officer of the Collateral Agent or the Term Agent, a copy of each periodic statement provided by the Processor to the Loan Party should be provided to the Collateral Agent or the Term Agent, as applicable, at the following address (which address may be changed upon seven (7) days’ written notice given to the Processor by an officer of the Collateral Agent or the Term Agent, as applicable):

If to the Collateral Agent:

▇▇▇▇▇ Fargo Bank, National Association

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇

If to the Term Agent:

Deutsche Bank AG New York Branch

▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

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The Processor shall be fully protected in acting on any order or direction by an officer of the Collateral Agent or the Term Agent given in accordance with the terms of this letter respecting the Charges and the Credit Card Proceeds without making any inquiry whatsoever as to the Collateral Agent’s or the Term Agent’s right or authority to give such order or direction or as to the application of any payment made pursuant thereto.

This letter may be amended only by notice in writing signed by an officer of the Loan Party, an officer of the Collateral Agent and an officer of the Term Agent, and may be terminated solely by written notice signed by an officer of the Collateral Agent and an officer of the Term Agent.

[This letter amends and restates in its entirety that certain Credit Card Notification dated as of                         , 20    , by the Loan Party to the Processor.]

[remainder of page intentionally blank]

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cc:                                ▇▇▇▇▇ Fargo Bank, National Association

Deutsche Bank AG New York Branch

Signature Page to Credit Card Notification

EXHIBIT G TO CREDIT AGREEMENT

FORM OF COMPLIANCE CERTIFICATE

Re:          Second Amended and Restated Credit Agreement dated as of September 17, 2012 (as modified, amended, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and between, among others, Michaels Stores, Inc. for itself and as agent (in such capacity, the “Lead Borrower” ) for the other Borrowers party thereto, the other Borrowers party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties.  Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

The undersigned, a duly authorized and acting Financial Officer of the Lead Borrower, hereby certifies to you as follows:

1.                                      No Defaults or Events of Default.  No Default or Event of Default presently exists, except as set forth in Appendix I.

2.                                      Financial Calculations.  Attached hereto as Appendix II are all reasonably detailed calculations with respect to (a) average daily Availability and (b) the Consolidated Fixed Charge Coverage Ratio (whether or not such Consolidated Fixed Charge Coverage Ratio is required to be tested pursuant to Section 5.24 of the Credit Agreement), each for the period ending                 .

3.                                      Store Openings and Closings.  Appendix III hereto sets forth in reasonable detail all Store openings and Store closings for the period ending                 , and states the aggregate number of the Loan Parties’ Stores as of the first day of the current Fiscal Month/Quarter/Year.

4.                                      Rental Payment Status.  Appendix IV hereto sets forth in reasonable detail the status of rental payments for each of the Loan Parties’ (i) warehouses and distribution centers (other than warehouses and distribution centers with respect to which the Collateral Agent has received a Collateral Access Agreement in form and substance reasonably satisfactory to the Collateral Agent), and (ii) other leased locations in the Landlord Lien States designated by the Administrative Agent in its commercially reasonable judgment (which, as of the Restatement Date, are Washington, Pennsylvania and Virginia) for the period ending                         .

5.                                      No Material Accounting Changes, Etc.  There has been no change in GAAP or the application thereof since the date of the audited financial statements furnished to the

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Administrative Agent for the Fiscal Year ending                  , other than the material accounting changes as disclosed on Appendix V hereto.

[remainder of page intentionally blank]

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IN WITNESS WHEREOF, I have executed this Certificate this            day of                     ,         .

(1)  A Responsible Officer of the Lead Borrower.

Signature Page to Compliance Certificate

APPENDIX I

[If a Default or Event of Default exists, the following describes the nature of the Default or Event of Default in reasonable detail and the steps, if any, being taken or contemplated by the Loan Parties to be taken on account thereof]

APPENDIX II

“Covenant”: During the continuation of a Covenant Compliance Event, the Loan Parties shall maintain a Consolidated Fixed Charge Coverage Ratio, calculated as of the end of each month on a trailing twelve months basis commencing as of the end of the month immediately preceding the date on which Availability is less than the Threshold Amount, of not less than 1.0:1.0 until such time as Availability is equal to or greater than the Threshold Amount for thirty (30) consecutive days.

(2)  “Covenant Compliance Event” means that Availability at any time is less than the greater of (i) ten percent (10%) of the Loan Cap, or (ii) $50,000,000 (such greater amount, the “Threshold Amount”).  For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing until Availability has exceeded the Threshold Amount for thirty (30) consecutive calendar days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement.  The termination of a Covenant Compliance Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth in this definition again arise.

APPENDIX III

[Attach reasonable detail of all Store openings and Store closings for the period ending                 ]

Aggregate number of the Loan Parties’ Stores as of the first day of the current Fiscal Month/Quarter/Year:

APPENDIX IV

[Attach reasonable detail of the status of rental payments for each of the Loan Parties’ (i) warehouses and distribution centers (other than warehouses and distribution centers with respect to which the Collateral Agent has received a Collateral Access Agreement in form and substance reasonably satisfactory to the Collateral Agent), and (ii) other leased locations in the Landlord Lien States designated by the Administrative Agent in its commercially reasonable judgment (which, as of the Restatement Date, are Washington, Pennsylvania and Virginia) for the period ending                         ]

APPENDIX V

Except as set forth below, no material changes in GAAP or the application thereof have occurred since                                          [the date of the most recently delivered financial statements to the Administrative Agent prior to the date of this Certificate]. [If material changes in GAAP or in application thereof have occurred, the following describes the nature of the changes in reasonable detail and the effect, if any, of each such material change in GAAP or in application thereof on the financial statements delivered in accordance with the Credit Agreement.]

MICHAELS STORES

REVOLVING LINE OF CREDIT AVAILABILITY

Date: 9/13/2012

AVAILABILITY CALCULATION

Request Date: 9/13/2012

The undersigned, a Financial Officer (as defined in the Credit Agreement referred to below) of Michaels Stores, Inc. (the “Lead Borrower”), represents and warrants that (a) the information set forth above and the supporting documentation delivered in connection herewith have been prepared in accordance with the requirements of that certain Second Amended and Restated Credit Agreement dated September 13, 2012 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) by, among others, (i) Lead Borrower, (ii) the other Borrowers party thereto from time to time, (iii) the Facility Guarantors party thereto from time to time, (iv) the Lenders party thereto from time to time, and (v) ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent and collateral agent and (b) no Default or Event of Default (as such terms are defined in the Credit Agreement) has occurred and is continuing

Michaels Stores, Inc., as the Lead Borrower

MICHAELS

Eligible Inventory Calculation

Date 9/13/2012