Exhibit 10.1SIXTH AMENDMENT TO CREDIT AGREEMENT     This Sixth Amendment to Credit Agreement (this “Sixth Amendment”) is made as of this5th day of November, 2007 by and amongJO-ANN STORES, INC., an Ohio corporation, having a principal place of business at 5555Darrow Road, Hudson, Ohio 44236, as Lead Borrower for the Borrowers, beingsaid JO-ANN STORES, INC., andFCA of Ohio, Inc., an Ohio corporation, having a principal place of business at 5555Darrow Road, Hudson, Ohio 44236, andHouse of Fabrics, Inc., a Delaware corporation, having a principal place of businessat 5555 Darrow Road, Hudson, Ohio 44236, andJo-Ann Stores Supply Chain Management, Inc., an Ohio corporation, having a principalplace of business at 5555 Darrow Road, Hudson, Ohio 44236each of the Lenders party to the Credit Agreement (defined below) (together with each oftheir successors and assigns, referred to individually as a “Lender” and collectively as the“Lenders”), andBANK OF AMERICA, N.A. (f/k/a Fleet National Bank), as Issuing Bank, a national bankingassociation having a place of business at 100 Federal Street, Boston, Massachusetts 02110;andBANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Lenders, anational banking association, having its principal place of business at 100 Federal Street,Boston, Massachusetts 02110; andWACHOVIA CAPITAL FINANCE CORPORATION (NEW ENGLAND) (f/k/a Congress Financial Corporation),as Documentation Agent; andGMAC COMMERCIAL FINANCE LLC (f/k/a GMAC Commercial Credit LLC), NATIONAL CITY BUSINESSCREDIT, INC. (f/k/a National City Commercial Finance, Inc.) AND THE CIT GROUP/BUSINESSCREDIT, INC., as Co-Agentsin 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 the Credit Agreement (as amended and in effect, the “CreditAgreement”) dated as of April 24, 2001 by and among the Lead Borrower, the Borrowers, the Lenders,the Issuing Bank, the Agents, the Documentation Agent and the Co-Agents.
 

 
     B. The parties to the Credit Agreement desire to modify, amend and waive certain provisions ofthe Credit Agreement, as provided herein.     Accordingly, the parties hereto agree as follows:     1. Definitions. Capitalized terms used herein and not otherwise defined herein shallhave the meanings assigned to such terms in the Credit Agreement.     2. Amendments to Article I of the Credit Agreement. The provisions of Article I ofthe Credit Agreement are hereby amended by adding the following new definitions to Article I to theCredit Agreement in appropriate alphabetical order: a. “IdeaForest” means IdeaForest.com, Inc., a Delaware corporation.  b. “IdeaForest Merger Agreement” means the Agreement and Plan of Mergerdated as of November 5, 2007 by and among Jo-Ann Stores, Inc., IDFT AcquisitionCorporation and IdeaForest.  c. “IdeaForest Note” means the Promissory Note dated as of November 5,2007 made by Jo-Ann Stores, Inc. in favor of Renee LaBran, as the designatedrepresentative of certain Persons named therein.  d. Amendments to Article VI. The provisions of Article VI of the CreditAgreement are hereby amended as follows: (i) The provisions of Section 6.01 are herebyamended by deleting the word “and” at the end of clause (x),renumbering clause (xi) as clause (xii) and inserting the following newclause (xi):    (xi) Indebtedness on account of the IdeaForest Note; and  (ii) The provisions of Section 6.04 are herebyamended by inserting the following new clause (i):    (i) the acquisition of the equity interests in IdeaForest pursuant tothe IdeaForest Merger Agreement; and  (iii) The provisions of Section 6.06(b) are herebyamended by deleting the word “and” at the end of clause (ii),renumbering clause (iii) as clause (iv) and inserting the following newclause (iii):    (iii) prepayments of the IdeaForest Note as long as (A) no Default orEvent of Default then exists or would arise therefrom, (B) prior tomaking such prepayment, Excess Availability is at least $20,000,000,and (C) after giving effect to such prepayment, Excess Availabilityis at least $20,000,000; and
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     3. Conditions Precedent to Effectiveness. This Sixth Amendment shall not beeffective until each of the following conditions precedent have been fulfilled to the satisfactionof the Administrative Agent: a. This Sixth Amendment shall have been duly executed and delivered by theBorrowers and the Required Lenders, shall be in full force and effect, and shall be inform and substance satisfactory to the Administrative Agent and the Required Lenders.  b. All action on the part of the Borrowers necessary for the valid execution,delivery and performance by the Borrowers of this Sixth Amendment shall have been dulyand effectively taken and evidence thereof satisfactory to the Administrative Agentshall have been provided to the Administrative Agent.  c. The Borrowers shall have paid to the Administrative Agent all other amounts dueunder the Loan Documents as of the effective date of this Sixth Amendment.  d. The Borrowers shall have provided such additional instruments and documents tothe Administrative Agent as the Administrative Agent and Administrative Agent’s counselmay have reasonably requested.  4. Miscellaneous.  a. The parties acknowledge that Fleet Retail Group, LLC has been succeeded asAdministrative Agent, Collateral Agent and Lender by its Affiliate Bank of America,N.A.  b. Except as otherwise expressly provided herein, all provisions of the CreditAgreement and the other Loan Documents remain in full force and effect. Withoutlimiting the foregoing, promptly upon completion of the acquisition of the equityinterests in IdeaForest pursuant to the IdeaForest Merger Agreement, the Lead Borrowershall cause IdeaForest to promptly execute and deliver to the Agents the instruments,documents and agreements required pursuant to Section 5.12 of the Credit Agreement.  c. This Sixth Amendment may be executed in several counterparts and by each partyon a separate counterpart, each of which when so executed and delivered shall be anoriginal, and all of which together shall constitute one instrument.  d. This Sixth Amendment expresses the entire understanding of the parties withrespect to the transactions contemplated hereby. No prior negotiations or discussionsshall limit, modify, or otherwise affect the provisions hereof.  e. Any determination that any provision of this Sixth Amendment or any applicationhereof is invalid, illegal or unenforceable in any respect and in any instance shallnot effect the validity, legality, or enforceability of such provision in any other
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   instance, or the validity, legality or enforceability of any other provisions of thisSixth Amendment. f. The Borrowers shall pay on demand all costs and expenses of the Agents,including, without limitation, reasonable attorneys’ fees in connection with thepreparation, negotiation, execution and delivery of this Sixth Amendment.  g. The Borrowers warrant and represent that the Borrowers have consulted withindependent legal counsel of the Borrowers’ selection in connection with this SixthAmendment and are not relying on any representations or warranties of the Agents, theLenders or their counsel in entering into this Sixth Amendment.
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     IN WITNESS WHEREOF, the parties have duly executed this Sixth Amendment as of the day and yearfirst above written.      JO-ANN STORES, INC.