EXHIBIT 10.1



                AMENDMENT AND WAIVER NO. 6 TO THE LOAN DOCUMENTS

                                                          As of January 16, 2001

                  AMENDMENT AND WAIVER NO. 6 TO THE LOAN  DOCUMENTS  dated as of
January  16,  2001 to the Credit  Agreement  dated as of  November  26, 1997 (as
amended and otherwise modified by Amendment and Waiver No. 1 dated as of January
23, 1998, Letter Waiver No. 2 dated as of April 9, 1998,  Amendment No. 3 to the
Loan Documents dated as of May 26, 1998,  Amendment and Waiver No. 4 to the Loan
Documents  dated as of May 25, 1999 and  Amendment  No. 5 to the Loan  Documents
dated as of April 7, 2000,  the "Credit  Agreement")  among Desa  International,
Inc., a Delaware  corporation (the  "Borrower"),  Desa Holdings  Corporation,  a
Delaware corporation (the "Parent Guarantor"), the Lender Parties party thereto,
UBS Securities LLC, as a Co-Arranger and Documentation Agent thereunder, Banc of
America Securities LLC (formerly  NationsBanc  Montgomery  Securities LLC), as a
Co-Arranger  and  Syndication  Agent  thereunder,  and  Bank  of  America,  N.A.
(formerly  NationsBank,  N.A.),  as  Administrative  Agent (the  "Administrative
Agent")  for the Lender  Parties  thereunder.  Capitalized  terms not  otherwise
defined herein shall have the same meanings as specified  therefor in the Credit
Agreement.

                             PRELIMINARY STATEMENTS

                  (1) The Borrower has requested  that the Lender  Parties agree
to amend the Credit Agreement in order to:

                  (a)  permit the  Borrower  to extend  the  maturity  under the
         Childs Guaranteed Line of Credit to May 31, 2002; and

                  (b) amend the minimum Interest  Coverage Ratio requirement for
         the Measurement Period ending February 28, 2001.

                  (2) The Borrower has requested  that the Lender  Parties agree
to waive the Default  under  Section  6.01(c) of the Credit  Agreement  that has
occurred and is continuing as a result of the failure by the Parent Guarantor to
comply  with the  minimum  Interest  Coverage  Ratio  requirements  set forth in
Section 5.04(c) of the Credit Agreement.

                  (3) The Lender  Parties have  indicated  their  willingness to
agree, among other things, to the amendments and waivers of the Credit Agreement
described  above in Preliminary  Statements (1) and (2) on the terms and subject
to the satisfaction of the conditions set forth herein.

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual  covenants and  agreements  contained  herein,  the parties hereto hereby
agree as follows:

                  SECTION  1.  Amendments  of Certain  Provisions  of the Credit
Agreement.  The Credit  Agreement is, upon the occurrence of the Amendment No. 6
Effective Date (as hereinafter defined), hereby amended as follows:

                  (a) The definition of "Childs  Guaranteed  Line of Credit" set
         forth in Section  1.01 of the Credit  Agreement  is hereby  amended and
         restated in its entirety to read as follows:

                           "Childs   Guaranteed   Line  of  Credit"   means  the
                  unsecured line of credit to the Borrower from Bank of America,
                  N.A.  (and/or its  successors  and  assigns)  in an  aggregate
                  principal amount of up to $15,000,000 which line of credit has
                  a maturity  date of May 31,
<PAGE>

                  2002 and all amounts outstanding from time to time under which
                  are unconditionally and irrevocably  guaranteed by UBS Capital
                  LLC.

                  (b) Section 5.04(c) of the Credit  Agreement is hereby amended
         to change  the  Interest  Coverage  Ratio set forth  opposite  the date
         February 2001 to 1.55:1.

                  SECTION  2.  Waiver  of  Certain   Provisions  of  the  Credit
Agreement.  The Default under Section  6.01(c) of the Credit  Agreement that has
occurred and is continuing as a result of the failure of the Parent Guarantor to
maintain an Interest  Coverage Ratio for the  Measurement  Period ended November
30, 2000 of 1.55:1 in accordance  with Section  5.04(c) of the Credit  Agreement
is, on and as of the Amendment No. 6 Effective Date, hereby waived by the Lender
Parties.

                  SECTION 3.  Conditions  of  Effectiveness  of this  Amendment.
Section 1 of this  Amendment  shall  become  effective as of the first date (the
"Amendment  No. 6  Effective  Date") on which each of the  following  conditions
precedent shall have been satisfied:

                  (a)  The   Administrative   Agent  shall  have   received  (i)
         counterparts  of this  Amendment  executed by the Borrower,  the Parent
         Guarantor and the Required Lenders or, as to any of the Lender Parties,
         advice satisfactory to the Administrative  Agent that such Lender Party
         has  executed  this  Amendment  and (ii) the  Consent  attached  hereto
         executed by each of the Loan Parties.

                  (b) All of the consents,  approvals and authorizations of, and
         notices and filings to or with, and other actions by, any  governmental
         or  regulatory  authority or any other Person  necessary in  connection
         with  this  Amendment  or any of the  other  transactions  contemplated
         hereby  shall  have  been  obtained  (without  the  imposition  of  any
         conditions that are not reasonably  acceptable to the Required Lenders)
         and  shall  remain  in full  force  and  effect;  and no  law,  rule or
         regulation  shall  be  applicable  in the  reasonable  judgment  of the
         Required Lenders that restrains, prevents or imposes materially adverse
         conditions  upon  this  Amendment  or  any of  the  other  transactions
         contemplated hereby.

                  (c) The  representations  and warranties  contained in each of
         the Loan Documents shall be correct in all material  respects on and as
         of the Amendment No. 6 Effective Date, as though made on and as of such
         date (other than any such  representations or warranties that, by their
         terms,  refer  to a  specific  date  other  than  the  Amendment  No. 6
         Effective Date, in which case as of such specific date).

                  (d) No  event  shall  have  occurred  and be  continuing  that
         constitutes  a Default,  other than the  Defaults  waived  pursuant  to
         Section 2 of this Amendment.

                  (e) All of the accrued fees and expenses of the Administrative
         Agent and the Lender  Parties  (including the accrued fees and expenses
         of counsel for the Administrative Agent) shall have been paid in full.

                  (f) The Borrower shall have paid to the Administrative  Agent,
         for the ratable  account of each of the  Appropriate  Lenders  that has
         executed  and  delivered  a  counterpart   of  this  Amendment  to  the
         Administrative  Agent  prior to 12:00  Noon  (New  York  City  time) on
         January 16, 2001,  an amendment  fee of 0.05% on the  aggregate  Term A
         Commitments,  Term  B  Commitments,  Term  C  Commitments,  Acquisition
         Commitments  and Working Capital  Commitments of such Lender,  it being
         understood,  that no amendment fee shall be payable by the


                                       2
<PAGE>

         Borrower for the account of any Lender if this  Amendment  has not been
         approved  prior to 12:00 Noon (New York City time) on January  16, 2001
         by the Required Lenders.

                  (g) The Administrative  Agent shall have received on or before
         the Amendment No. 6 Effective Date the following,  each dated such date
         (unless otherwise specified), in form and substance satisfactory to the
         Required Lenders (unless otherwise  specified) and in sufficient copies
         for each Lender Party:

                           (i) Certified  copies of the resolutions of the Board
                  of  Directors  of  the  Borrower  and  the  Parent   Guarantor
                  approving  this  Amendment  and all of the  other  amendments,
                  supplements  and  other  modifications  to the Loan  Documents
                  being effected in connection with this  Amendment,  and of all
                  documents  evidencing  other  necessary  corporate  action and
                  governmental and other third party approvals and consents,  if
                  any,  with  respect  to this  Amendment  and all of the  other
                  amendments,  supplements and other  modifications  to the Loan
                  Documents being effected in connection with this Amendment.

                           (ii) A  certificate  of the  Borrower  and the Parent
                  Guarantor,  signed on behalf of the  Borrower  and the  Parent
                  Guarantor,  respectively, by its President or a Vice President
                  and  its  Secretary  or any  Assistant  Secretary,  dated  the
                  Amendment No. 6 Effective Date (the  statements  made in which
                  certificate  shall  be true on and as of the  Amendment  No. 6
                  Effective  Date),  certifying  as to (A)  the  absence  of any
                  amendments to the charter of such Person since the date of the
                  Secretary  of  State's  certificate  referred  to  in  Section
                  3.01(j)(iv) of the Credit Agreement, or any steps taken by the
                  board of directors (or persons  performing  similar functions)
                  or the  shareholders of such Person to effect or authorize any
                  further amendment,  supplement or other modification  thereto;
                  (B) the accuracy and completeness of the bylaws of such Person
                  as in effect on the date on which the resolutions of the board
                  of directors (or persons performing similar functions) of such
                  Person  referred  to in clause (i) of this  Section  2(g) were
                  adopted and on the Amendment  No. 6 Effective  Date (a copy of
                  which,  if different from the bylaws of such Person  delivered
                  to the Lender Parties on the date of the Initial  Extension of
                  Credit,  shall be attached to such  certificate);  (C) the due
                  incorporation   and  good   standing   of  such  Person  as  a
                  corporation  organized  under the laws of the  jurisdiction of
                  its  incorporation,  and the absence of any proceeding (either
                  pending or contemplated)  for the dissolution,  liquidation or
                  other  termination  of the  existence of such Person or any of
                  its Subsidiaries; (D) the accuracy in all material respects of
                  the  representations and warranties made by such Person in the
                  Loan  Documents  to which it is or is to be a party as  though
                  made on and as of the Amendment No. 6 Effective Date as though
                  made  on  and  as  of  such   date   (other   than   any  such
                  representations or warranties that, by their terms, refer to a
                  specific date other than the  Amendment No. 6 Effective  Date,
                  in which case as of such specific  date);  and (E) the absence
                  of any event occurring and continuing that would  constitute a
                  Default.

                           (iii) A certificate  of the Secretary or an Assistant
                  Secretary of the Borrower and the Parent Guarantor  certifying
                  the names and true  signatures of the officers of the Borrower
                  or the Parent Guarantor  authorized to sign this Amendment and
                  all  of  the   other   amendments,   supplements   and   other
                  modifications   to  the  Loan  Documents   being  effected  in
                  connection  with this Amendment and the other  documents to be
                  delivered hereunder.

                           (iv) Such financial,  business and other  information
                  regarding  the  Borrower  and the Parent  Guarantor  and their
                  respective   property,    assets   and   businesses   as   the
                  Administrative   Agent  or  the  Lender   Parties  shall  have
                  requested.

                                       3
<PAGE>

                           (v) A  favorable  opinion of  Sullivan  &  Worcester,
                  counsel for the Parent Guarantor and the Borrower, in form and
                  substance reasonably satisfactory to the Required Lenders.

                           (vi) Such other opinions, certificates, documents and
                  information  as  the  Administrative  Agent  or  the  Required
                  Lenders may reasonably request.

The effectiveness of this Amendment is further  conditioned upon the accuracy of
all of the factual matters  described  herein.  This Amendment is subject to the
provisions of Section 9.01 of the Credit Agreement,  except that no amendment or
waiver of any  provision of this Section 3, nor consent to any  departure by the
Parent  Guarantor  or the  Borrower  therefrom,  shall in any event be effective
unless the same shall be in writing and signed by the Required Lenders.

                  SECTION 4. Reference to and Effect on the Loan Documents.  (a)
On and after the Amendment No. 6 Effective  Date,  each  reference in the Credit
Agreement  to "this  Agreement",  "hereunder",  "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and the other
Loan Documents to "the Credit  Agreement",  "thereunder",  "thereof" or words of
like import referring to the Credit Agreement,  shall mean and be a reference to
the Credit Agreement, as amended and otherwise modified hereby.

                  (b) The Credit Agreement, the Notes and each of the other Loan
Documents,  except to the  extent  of the  amendments  and  other  modifications
specifically  provided  above,  are and shall  continue  to be in full force and
effect and are hereby in all respects  ratified and confirmed.  Without limiting
the  generality  of the  foregoing,  the  Collateral  Documents  and  all of the
Collateral  described therein do and shall continue to secure the payment of all
Obligations of the Loan Parties under and in respect of the Loan  Documents,  as
amended and otherwise modified by this Amendment.

                  (c)  The  execution,   delivery  and   effectiveness  of  this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any  right,  power or remedy of any Lender  Party or any Agent  under any of the
Loan  Documents,  nor  constitute  a waiver of any  provision of any of the Loan
Documents.

                  SECTION 5. Costs and Expenses.  The Borrower  hereby agrees to
pay, upon demand, all costs and expenses of the Administrative Agent (including,
without  limitation,  the  reasonable  fees  and  expenses  of  counsel  for the
Administrative Agent) in connection with the preparation,  execution,  delivery,
administration,  syndication,  modification  and amendment of this Amendment and
the other documents,  instruments and agreements to be delivered hereunder,  all
in accordance with the terms of Section 9.04 of the Credit Agreement.

                  SECTION 6.  Execution in  Counterparts.  This Amendment may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed shall be deemed to be an
original  and all of which  taken  together  shall  constitute  one and the same
agreement.  Delivery of an  executed  counterpart  of a  signature  page to this
Amendment by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Amendment.

                  SECTION 7. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.


                                       4
<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.



                                   The Borrower

                                   DESA INTERNATIONAL, INC.


                                   By /s/ Rick Simpson
                                      Name:  Rick Simpson
                                      Title:  Vice President


                                   The Parent Guarantor

                                   DESA HOLDINGS CORPORATION

                                   By  /s/ Rick Simpson
                                      Name: Rick Simpson
                                      Title: Vice President


                                   The Agents

                                   BANK OF AMERICA, N.A., in each of its
                                      capacities as a Lender Party and as
                                      Administrative Agent


                                   By /s/ David H. Strickert
                                      Name:  David H. Strickert
                                      Title: Principal



<PAGE>



                                   The Lenders

                                   BANK OF AMERICA, N.A.


                                   By /s/ David H. Strickert
                                      Name:  David H. Strickert
                                      Title: Principal





<PAGE>



                                   UBS AG, STAMFORD BRANCH


                                   By /s/ Wilfred V. Saint
                                      Name:  Wilfred V. Saint
                                      Title: Associate Director -
                                             Banking Products Services, US


                                   By /s/ Lynne B. Alfarone
                                      Name:  Lynne B. Alfarone
                                      Title: Associate Director -
                                             Banking Products Services, US





<PAGE>



                                   HELLER FINANCIAL, INC.


                                   By /s/ K. Craig Gallehugh
                                      Name:   K. Craig Gallehugh
                                      Title: Senior Vice President





<PAGE>



                                   IMPERIAL BANK, CALIFORNIA
                                   BANKING CORPORATION


                                   By  /s/ Ray Vadalma
                                      Name:  Ray Vadalma
                                      Title: Senior Managing Director





<PAGE>



                                   DRESDNER BANK AG, NEW YORK
                                   AND GRAND CAYMAN BRANCHES


                                   By  /s/ James Jerz
                                      Name:  James Jerz
                                      Title: Vice President


                                   By  /s/ Mark L. Staub
                                      Name:  Mark L. Staub
                                      Title: A.T.





<PAGE>



                                   FIRST SOURCE FINANCIAL LLP, by
                                   FIRST SOURCE FINANCIAL, INC.


                                   By /s/ Kathi J. Inorio
                                      Name:  Kathi J. Inorio
                                      Title: Senior Vice President





<PAGE>



                                   FLEET NATIONAL BANK


                                   By  /s/ Claire E. Keady
                                      Name:  Claire E. Keady
                                      Title: Assistant Vice President




<PAGE>



                                   GENERAL ELECTRIC CAPITAL
                                   CORPORATION


                                   By
                                     -----------------------------------------
                                      Name:
                                      Title:





<PAGE>



                                   NATIONAL CITY BANK


                                   By
                                     -----------------------------------------
                                      Name:
                                      Title:





<PAGE>



                                   COMERICA BANK


                                   By /s/ Kathleen M. Kasperek
                                      Name:  Kathleen M. Kasperek
                                      Title: Assistant Vice President





<PAGE>



                                   VAN KAMPEN AMERICAN CAPITAL
                                   PRIME RATE INCOME TRUST


                                   By  /s/ Darvin D. Pierce
                                      Name:  Darvin D. Pierce
                                      Title: Principal





<PAGE>



                                   SENIOR DEBT PORTFOLIO, by
                                   BOSTON MANAGEMENT AND
                                   RESEARCH, as Investment Advisor


                                   By
                                     -----------------------------------------
                                      Name:
                                      Title:




<PAGE>



                                   MORGAN STANLEY DEAN WITTER PRIME
                                   INCOME TRUST


                                   By  /s/ Peter Gewirtz
                                      Name:  Peter Gewirtz
                                      Title: Vice President





<PAGE>



                                   PILGRIM PRIME RATE TRUST


                                   By /s/ Jason Groom
                                      Name:  Jason Groom
                                      Title: Vice President





<PAGE>



                                   BOEING CAPITAL CORPORATION


                                   By /s/ JD Combs
                                      Name:  JD Combs
                                      Title: Managing Director -
                                             Commercial Finance Group





<PAGE>



                                   ML CBO IV CAYMAN LTD.


                                   By /s/ Todd Travers
                                      Name:  Todd Travers
                                      Title: Senior Portfolio Manager


<PAGE>



                                   BANK POLSKA KASA OPIEKI S.A.


                                   By  /s/ Barry W. Henry
                                      Name:  Barry W. Henry
                                      Title: Vice President





<PAGE>



                                   PARIBAS CAPITAL FUNDING LLC


                                   By
                                     -----------------------------------------
                                      Name:
                                      Title:





<PAGE>



                                     CONSENT

                  Reference  is made to (a)  Amendment  and  Waiver No. 6 to the
Loan Documents dated as of January 16, 2001 (the "Amendment";  capitalized terms
not otherwise  defined  herein being used herein as defined in the Amendment and
in the Credit Agreement referred to therein),  (b) the Credit Agreement dated as
of November 26, 1997 (as amended and otherwise  modified by Amendment and Waiver
No. 1 dated as of January  23,  1998,  Letter  Waiver No. 2 dated as of April 9,
1998,  Amendment No. 3 to the Loan Documents dated as of May 26, 1998, Amendment
and Waiver No. 4 to the Loan  Documents  dated as of May 25, 1999 and  Amendment
No. 5 to the Loan Documents  dated as of April 7, 2000, the "Credit  Agreement")
among  Desa  International,   Inc.,  a  Delaware   corporation,   Desa  Holdings
Corporation,  a Delaware  corporation,  the Lender  Parties party  thereto,  UBS
Securities LLC, as a Co-Arranger and  Documentation  Agent  thereunder,  Banc of
America Securities LLC (formerly  NationsBanc  Montgomery  Securities LLC), as a
Co-Arranger  and  Syndication  Agent  thereunder,  and  Bank  of  America,  N.A.
(formerly  NationsBank,  N.A.),  as  Administrative  Agent (the  "Administrative
Agent")  for the Lender  Parties  thereunder,  and (c) the other Loan  Documents
referred to therein.

                  Each of the  undersigned,  in its  capacity  as (a) a  Grantor
under the Security  Agreement,  (b) a Grantor  under the  Intellectual  Property
Security  Agreement,  and/or (c) a  Subsidiary  Guarantor  under the  Subsidiary
Guaranty executed and delivered by such Subsidiary Guarantor, hereby consents to
the execution, delivery and performance of the Amendment and agrees that:

                  (A) each of the Security Agreement,  the Intellectual Property
         Security  Agreement and the Subsidiary  Guaranty to which it is a party
         is, and shall continue to be, in full force and effect and is hereby in
         all respects  ratified and  confirmed on the  Amendment No. 6 Effective
         Date,  except that, on and after the  Amendment  No. 6 Effective  Date,
         each  reference  to "the Credit  Agreement",  "thereunder",  "thereof",
         "therein"  or words of like import  referring  to the Credit  Agreement
         shall mean and be a reference to the Credit  Agreement,  as amended and
         otherwise modified by the Amendment; and

                  (B) as of the  Amendment  No. 6 Effective  Date,  the Security
         Agreement and the Intellectual  Property Security Agreement to which it
         is a party and all of the Collateral of such Person  described  therein
         do, and shall  continue  to,  secure the  payment of all of the Secured
         Obligations.

                  This Consent shall be governed by, and construed in accordance
with, the laws of the State of New York.



<PAGE>



                  Delivery of an  executed  counterpart  of a signature  page of
this  Consent by  telecopier  shall be  effective  as the delivery of a manually
executed counterpart of this Consent.

                                   DESA INTERNATIONAL, INC.



                                   By
                                     -------------------------------------

                                      Name:
                                      Title:


                                   DESA HOLDINGS CORPORATION


                                   By
                                     -------------------------------------
                                      Name:
                                      Title:





[The  schedules  and  exhibits to this  agreement  have been omitted and will be
supplementally filed with the Securities and Exchange Commission upon request.]