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200403313
<br />DEED OF TRUST, SECURITY AGREEMENT,
<br />ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILING
<br />THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
<br />LEASES AND RENTS, AND FIXTURE FILING, dated as of March 31, 2004 is made by GIA,
<br />INC., a Nebraska corporation ( "Grantor'), whose address is c/o Home Interiors & Gifts, Inc.,
<br />1649 Frankfort Road, Carrollton, Texas 75007, to STEWART TITLE GUARANTY
<br />COMPANY, as trustee (in such capacity, the "Trustee "), whose address is 1980 Post Oak Blvd.,
<br />Houston, Texas 77056, for the use and benefit of JPMORGAN CHASE BANK, as
<br />Administrative Agent (in such capacity, `Beneficiary "), whose address is 270 Park Avenue, New
<br />York, New York 10017. References to this "Deed of Trust" shall mean this instrument and any
<br />and all renewals, modifications, amendments, supplements, extensions, consolidations,
<br />substitutions, spreaders and replacements of this instrument.
<br />Background
<br />A. Home Interiors & Gifts, Inc. (the "Borrower "), the several banks and other
<br />financial institutions or entities from time to time parties thereto (the "Lenders "), Bear Stearns
<br />Corporate Lending Inc., as syndication agent, and Beneficiary, as administrative agent, are
<br />parties to that certain Credit Agreement, dated as of March 31, 2004 (as amended, supplemented
<br />or otherwise modified from time to time, the "Credit Agreement ").
<br />B. Pursuant to the Credit Agreement, the Lenders have severally agreed to
<br />make extensions of credit to the Borrower upon the terms and subject to the conditions set forth
<br />therein.
<br />C. The Borrower is a member of an affiliated group of companies that
<br />includes Grantor.
<br />D. The proceeds of the extensions of credit under the Credit Agreement will
<br />be used in part to enable the Borrower to make valuable transfers to Grantor in connection with
<br />the operation of its business.
<br />E. The Borrower and Grantor are engaged in related businesses, and Grantor
<br />will derive direct or indirect benefit from the extensions of credit under the Credit Agreement.
<br />F. Grantor is the owner of the fee simple estate in the parcel(s) of real
<br />property described on Schedule A attached hereto (the "Land ") and all of the buildings,
<br />improvements and structures, now or subsequently to be located on the Land (the
<br />"Improvements "; the Land and the Improvements being collectively referred to as the "Real
<br />Estate").
<br />G. It is a condition precedent to the obligation of the Lenders to make their
<br />respective extensions of credit to the Borrower under the Credit Agreement that Grantor shall
<br />have executed and delivered this Deed of Trust to Beneficiary for the ratable benefit of the
<br />Secured Parties.
<br />509265 -1023- 02729- NY02.2352389.1
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