FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT

EXHIBIT 10.1

FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT

     THIS FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “ Agreement ”) is entered into to be effective as of November 28, 2005, by and among HOME INTERIORS & GIFTS, INC ., a Texas corporation (“ Borrower ”), each lender party to the Credit Agreement (collectively, “ Lenders ” and individually, a “ Lender ”), and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent (in such capacity, “ Administrative Agent ”).

R E C I T A L S

     A. Reference is hereby made to that certain Credit Agreement dated as of March 31, 2004, executed by Borrower, Administrative Agent, and Lenders (as amended, the “ Credit Agreement ”).

     B. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement.

     C. Borrower and Lenders desire to waive and modify certain provisions contained in the Credit Agreement, subject to the terms and conditions set forth herein.

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

      1. Waiver . Lenders hereby waive during the period from and including June 30, 2005 to but excluding December 15, 2005, compliance by Borrower with the Consolidated Leverage Ratio set forth in Section 7.1(a) of the Credit Agreement and the Consolidated Interest Coverage Ratio set forth in Section 7.1(b) of the Credit Agreement, in each case for the period ending on each of June 30, 2005 and September 30, 2005 (it being understood that such waiver shall expire on December 15, 2005 such that any Default or Event of Default that would have occurred during the period from and including June 30, 2005 to but excluding December 15, 2005 (without giving effect to any waiver by Lenders of such Default or Event of Default) shall be deemed to have occurred on December 15, 2005 and shall be continuing thereafter).

      2. Amendments to the Credit Agreement.

      (a)  Section 1.1 of the Credit Agreement is hereby amended to add the following definitions in its appropriate alphabetical order:

     “Fourth Amendment”: the Fourth Amendment and Waiver to Credit Agreement, dated as of November 28, 2005, to and under this Agreement.

     “Fourth Amendment Effective Date”: the date on which the conditions to the effectiveness of the Fourth Amendment shall have been satisfied, which date is November 28, 2005.

      (b)  Section 1.1 of the Credit Agreement is hereby amended to delete the definition of “ Waiver Period ” in its entirety and replace such definition with the following:

     “Waiver Period”: the period from and including September 29, 2005 to but excluding December 15, 2005.”

Fourth Amendment and Waiver to Credit Agreement

      (c)  Section 4.2 of the Credit Agreement is hereby amended by adding the following proviso at the end of such Section immediately before the period therein:

     “; provided, however, that during the Waiver Period, the foregoing representation as to a material adverse effect on the business, property, operations or condition (financial or otherwise) of the Group Members taken as a whole shall be made since September 30, 2005”.

      (d)  Section 10.5 of the Credit Agreement is hereby amended by adding the following additional paragraph at the end thereof:

     “Notwithstanding the foregoing, on and after the Fourth Amendment Effective Date, all fees and expenses incurred (i) by any consultant or any similar agent or advisor of the Administrative Agent or any Lender or (ii) in connection with the any inspections permitted under Section 6.6 shall first be submitted to, and approved by, the Required Lenders, in their sole discretion, before being subject to the reimbursements rights of such Person under this Section 10.5 .”

      3. Amendments to Credit Agreement and Other Loan Documents.

      (a)  All references in the Loan Documents to the Credit Agreement shall henceforth include references to the Credit Agreement as modified and amended by this Agreement, and as may, from time to time, be further modified, amended, restated, extended, renewed, and/or increased.

      (b)  Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.

      4. Representations. Each Loan Party that is a party hereto r