exv10w1



 





Exhibit 10.1




SIXTH AMENDMENT TO CREDIT AGREEMENT




     This Sixth Amendment to Credit Agreement (this “Sixth Amendment”) is made as of this
5th day of November, 2007 by and among




JO-ANN STORES, INC., an Ohio corporation, having a principal place of business at 5555
Darrow Road, Hudson, Ohio 44236, as Lead Borrower for the Borrowers, being




said JO-ANN STORES, INC., and




FCA of Ohio, Inc., an Ohio corporation, having a principal place of business at 5555
Darrow Road, Hudson, Ohio 44236, and




House of Fabrics, Inc., a Delaware corporation, having a principal place of business
at 5555 Darrow Road, Hudson, Ohio 44236, and




Jo-Ann Stores Supply Chain Management, Inc., an Ohio corporation, having a principal
place of business at 5555 Darrow Road, Hudson, Ohio 44236




each of the Lenders party to the Credit Agreement (defined below) (together with each of
their successors and assigns, referred to individually as a “Lender” and collectively as the
“Lenders”), and




BANK OF AMERICA, N.A. (f/k/a Fleet National Bank), as Issuing Bank, a national banking
association having a place of business at 100 Federal Street, Boston, Massachusetts 02110;
and




BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Lenders, a
national banking association, having its principal place of business at 100 Federal Street,
Boston, Massachusetts 02110; and




WACHOVIA CAPITAL FINANCE CORPORATION (NEW ENGLAND) (f/k/a Congress Financial Corporation),
as Documentation Agent; and




GMAC COMMERCIAL FINANCE LLC (f/k/a GMAC Commercial Credit LLC), NATIONAL CITY BUSINESS
CREDIT, INC. (f/k/a National City Commercial Finance, Inc.) AND THE CIT GROUP/BUSINESS
CREDIT, INC., as Co-Agents


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 the Credit Agreement (as amended and in effect, the “Credit
Agreement”) 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 of
the Credit Agreement, as provided herein.



     Accordingly, the parties hereto agree as follows:



     1. Definitions. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement.



     2. Amendments to Article I of the Credit Agreement. The provisions of Article I of
the Credit Agreement are hereby amended by adding the following new definitions to Article I to the
Credit Agreement in appropriate alphabetical order:




	 	a.	 	“IdeaForest” means IdeaForest.com, Inc., a Delaware corporation.
	 
	 	b.	 	“IdeaForest Merger Agreement” means the Agreement and Plan of Merger
dated as of November 5, 2007 by and among Jo-Ann Stores, Inc., IDFT Acquisition
Corporation 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 designated
representative of certain Persons named therein.
	 
	 	d.	 	Amendments to Article VI. The provisions of Article VI of the Credit
Agreement are hereby amended as follows:






	 	(i)	 	The provisions of Section 6.01 are hereby
amended by deleting the word “and” at the end of clause (x),
renumbering clause (xi) as clause (xii) and inserting the following new
clause (xi):
	 
	 	 	 	(xi) Indebtedness on account of the IdeaForest Note; and
	 
	 	(ii)	 	The provisions of Section 6.04 are hereby
amended by inserting the following new clause (i):
	 
	 	 	 	(i) the acquisition of the equity interests in IdeaForest pursuant to
the IdeaForest Merger Agreement; and
	 
	 	(iii)	 	The provisions of Section 6.06(b) are hereby
amended by deleting the word “and” at the end of clause (ii),
renumbering clause (iii) as clause (iv) and inserting the following new
clause (iii):
	 
	 	 	 	(iii) prepayments of the IdeaForest Note as long as (A) no Default or
Event of Default then exists or would arise therefrom, (B) prior to
making such prepayment, Excess Availability is at least $20,000,000,
and (C) after giving effect to such prepayment, Excess Availability
is at least $20,000,000; and





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     3. Conditions Precedent to Effectiveness. This Sixth Amendment shall not be
effective until each of the following conditions precedent have been fulfilled to the satisfaction
of the Administrative Agent:




	 	a.	 	This Sixth Amendment shall have been duly executed and delivered by the
Borrowers and the Required Lenders, shall be in full force and effect, and shall be in
form 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 duly
and effectively taken and evidence thereof satisfactory to the Administrative Agent
shall have been provided to the Administrative Agent.
	 
	 	c.	 	The Borrowers shall have paid to the Administrative Agent all other amounts due
under the Loan Documents as of the effective date of this Sixth Amendment.
	 
	 	d.	 	The Borrowers shall have provided such additional instruments and documents to
the Administrative Agent as the Administrative Agent and Administrative Agent’s counsel
may have reasonably requested.
	 
	 	4.	 	Miscellaneous.
	 
	 	a.	 	The parties acknowledge that Fleet Retail Group, LLC has been succeeded as
Administrative Agent, Collateral Agent and Lender by its Affiliate Bank of America,
N.A.
	 
	 	b.	 	Except as otherwise expressly provided herein, all provisions of the Credit
Agreement and the other Loan Documents remain in full force and effect. Without
limiting the foregoing, promptly upon completion of the acquisition of the equity
interests in IdeaForest pursuant to the IdeaForest Merger Agreement, the Lead Borrower
shall 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 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.
	 
	 	d.	 	This Sixth Amendment 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.
	 
	 	e.	 	Any determination that any provision of this Sixth Amendment or any application
hereof is invalid, illegal or unenforceable in any respect and in any instance shall
not 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 this
Sixth Amendment.






	 	f.	 	The Borrowers shall pay on demand all costs and expenses of the Agents,
including, without limitation, reasonable attorneys’ fees in connection with the
preparation, negotiation, execution and delivery of this Sixth Amendment.
	 
	 	g.	 	The Borrowers warrant and represent that the Borrowers have consulted with
independent legal counsel of the Borrowers’ selection in connection with this Sixth
Amendment and are not relying on any representations or warranties of the Agents, the
Lenders 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 year
first above written.



	 	 	 	 	 
	 	JO-ANN STORES, INC.

as Lead Borrower and Borrower

 	 
	 	by  	/s/ James C. Kerr
 	 
	 	Name:  	James C. Kerr 	 	 
	 	Title:  	Executive Vice President and Chief Financial Officer 	 	 
	 
	 	FCA OF OHIO, INC.

as Borrower

 	 
	 	by  	/s/ James C. Kerr
 	 
	 	Name:  	James C. Kerr 	 	 
	 	Title:  	Vice President 	 	 
	 
	 	HOUSE OF FABRICS, INC.

as Borrower

 	 
	 	by  	/s/ James C. Kerr
 	 
	 	Name:  	James C. Kerr 	 	 
	 	Title:  	Vice President 	 	 
	 
	 	JO-ANN STORES SUPPLY CHAIN MANAGEMENT, INC.

as Borrower

 	 
	 	by  	/s/ James C. Kerr
 	 
	 	Name:  	James C. Kerr 	 	 
	 	Title:  	Vice President 	 	 
	 




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	 	BANK OF AMERICA, N.A.,

as Administrative Agent, as Collateral Agent, as Swingline Lender, as Issuing Bank and as Lender

 	 
	 	By:  	/s/ James Ward
 	 
	 	 	James Ward 	 
	 	 	Managing Director 	 
	 
	 	WACHOVIA CAPITAL FINANCE CORPORATION (NEW ENGLAND), as Documentation Agent and Lender

 	 
	 	By:  	/s/ John Husson
 	 
	 	Name:  	John Husson 	 	 
	 	Title:  	Managing Director 	 	 
	 
	 	GMAC COMMERCIAL FINANCE LLC

as Co-Agent and Lender

 	 
	 	By:  	/s/ Steven J. Brown
 	 
	 	Name:  	Steven J. Brown 	 	 
	 	Title:  	Director 	 	 
	 
	 	NATIONAL CITY BUSINESS CREDIT, INC.

as Co-Agent and Lender

 	 
	 	By:  	/s/ Kathryn C. Ellero
 	 
	 	Name:  	Kathryn C. Ellero 	 	 
	 	Title:  	Vice President 	 	 
	 
	 	THE CIT GROUP/BUSINESS CREDIT, INC.

as Co-Agent and Lender

 	 
	 	By:  	/s/ Manuel Borges
 	 
	 	Name:  	Manuel Borges 	 	 
	 	Title:  	Vice President 	 	 
	 




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	 	WELLS FARGO FOOTHILL, LLC

as Lender

 	 
	 	By:  	/s/ Jennifer Fong
 	 
	 	Name:  	Jennifer Fong 	 	 
	 	Title:  	Assistant Vice President 	 	 
	 



	 	 	 	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION

as Lender

 	 
	 	By:  	/s/ Rebecca A. Ford
 	 
	 	Name:  	Rebecca A. Ford 	 	 
	 	Title:  	Duly Authorized Signatory 	 	 
	 
	 	RZB FINANCE, LLC

as Lender

 	 
	 	By:  	/s/ Christoph Hoedl
 	 
	 	Name:  	Christoph Hoedl 	 	 
	 	Title:  	Group Vice President 	 	 
	 
	 	RZB FINANCE, LLC

as Lender

 	 
	 	By:  	/s/ John A. Valiska
 	 
	 	Name:  	John A. Valiska 	 	 
	 	Title:  	First Vice President 	 	 
	 




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	 	US BANK N.A.

as Lender

 	 
	 	By:  	/s/ Matthew Kasper
 	 
	 	Name:  	Matthew Kasper 	 	 
	 	Title:  	Assistant Vice President 	 	 
	 
	 	KEY BANK NATIONAL ASSOCIATION

as Lender

 	 
	 	By:  	/s/ Nadine M. Eames
 	 
	 	Name:  	Nadine M. Eames 	 	 
	 	Title:  	Vice President 	 	 
	 



	 	 	 	 	 	 	 	 
	 	WEBSTER BUSINESS CREDIT CORPORATION	 	 
	 	as Lender	 	 
	 
	 	 	 	 	 	 	 
	 

	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 
	 	Title:	 	 	 	 
	 

	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 
	 	LASALLE BUSINESS CREDIT, LLC	 	 
	 	as Lender	 	 
	 
	 	 	 	 	 	 	 
	 

	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 
	 	Title:	 	 	 	 
	 

	 	 	 	 	 

	 	 







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