Exhibit 4.1

AMENDMENT NO. 6 AND WAIVER  TO  AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 6 and Waiver (this "Amendment") to the "Credit Agreement" (defined below) is entered into as of April 10, 2001 by and among
ARCHIBALD CANDY CORPORATION, an Illinois corporation (the "Borrower"), the financial institutions party to the Credit Agreement (collectively, the "Lenders") and BANK ONE, NA, formerly known as THE
FIRST NATIONAL BANK OF CHICAGO, as one of the Lenders and in its capacity as contractual representative (the "Agent") on behalf of itself and the other Lenders.

RECITALS:

WHEREAS,
the Borrower, the Lenders and the Agent have entered into that certain Amended and Restated Credit Agreement dated as of July 2, 1997, as amended (the "Credit
Agreement");

WHEREAS,
the Borrower has notified the Lenders and the Agent that the Borrower wishes to amend the Credit Agreement in certain respects;

WHEREAS,
the Borrower also has notified the Lenders and the Agent that, for the period beginning June 1, 2000 and ending February 24, 2001, EBITDA for the Borrower and
its Subsidiaries was less than $23,375,000 (the "EBITDA Deficiency");

WHEREAS,
the EBITDA Deficiency has caused a breach of Section 6.4(B) of the Credit Agreement and a Default under the Credit Agreement;

WHEREAS,
the Borrower has requested that the Lenders and the Agent waive such Default;

WHEREAS,
the Lenders and the Agent are willing to amend the Credit Agreement and waive the aforementioned Default on the terms and conditions herein set forth;

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

1.Defined Terms.Capitalized terms used herein and not otherwise defined herein shall have the
meanings attributed to such terms in the Credit Agreement.

2.Amendments to Credit Agreement.Upon the effectiveness of this Amendment in accordance with the
provisions ofSection 4below, the Credit Agreement is hereby amended as follows:



"Aggregate Revolving Loan Commitment"means the aggregate Revolving Loan Commitments of all the Lenders, as reduced from time to time
pursuant to the terms hereof. The Aggregate Revolving Loan Commitment shall equal, subject to the aforementioned reductions, the following amounts during the following periods:

Aggregate Revolving Loan Commitment

Period$20,000,000

April 10, 2001 through and including April 17, 2001$15,000,000

April 18, 2001 through and including April 30, 2001$12,000,000

May 1, 2001 through and including June 3, 2001$10,000,000

June 4, 2001 through and including the Termination Date




"Applicable Commitment Fee Rate"means, from and after April 10, 2001, a per annum rate equal to 1.00%.

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"Applicable Eurodollar Margin"means (i) for the period beginning April 10, 2001 and ending April 14, 2001, a per
annum rate equal to three and one-half percent (3.5%), (ii) for the period beginning April 15, 2001 and ending May 15, 2001, a per annum rate equal to four percent
(4.00%), and (iii) thereafter, a per annum rate equal to five percent (5.00%).



"Applicable Floating Rate Margin"means (i) for the period beginning April 10, 2001 and ending April 14, 2001, a
per annum rate equal to two and one-quarter percent (2.25%), (ii) for the period beginning April 15, 2001 and ending May 15, 2001, a per annum rate equal to two and
three-quarters percent (2.75%), and (iii) thereafter, a per annum rate equal to three and three-quarters percent (3.75%).



"Applicable Letter of Credit Fee Rate"means (i) for the period beginning April 10, 2001 and ending April 14,
2001, a per annum rate equal to three and one-half percent (3.5%), (ii) for the period beginning April 15, 2001 and ending May 15, 2001, a per annum rate equal to four
percent (4.00%), and (iii) thereafter, a per annum rate equal to five percent (5.00%).



3.Waiver.Upon the effectiveness of this Amendment in accordance with the provisions of Section 4below, the Lenders and the Agent hereby
waive the Default caused by the EBITDA Deficiency.

4.Conditions of Effectiveness.This Amendment shall become effective and be deemed effective as of the
date hereof (the "Effective Date") if, and only if, the Agent shall have received each of the following:



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5.Representations and Warranties of the Borrower.

5.1 The
Borrower represents and warrants as of the date hereof that:



5.2 The
Borrower affirms that the representations and warranties contained in the Credit Agreement are true and correct as of the Effective Date.

5.3 The
Borrower affirms that each of the Collateral Documents is in full force and effect as of the date hereof and that the Collateral Documents secure the payment in
full of the Secured Obligations.

6.Reference to and Effect on the Credit Agreement.

6.1 Upon
the effectiveness of this Amendment pursuant toSection 4hereof, on and after the Effective Date each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import and each reference to the Credit Agreement in each Loan Document shall mean and be a
reference to the Credit Agreement as modified hereby.

6.2 Except
as specifically waived or amended herein, all of the terms, conditions and covenants of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed.

6.3 The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of (a) any right, power or
remedy of any Lender or the Agent under the Credit Agreement or any of the Loan Documents, or (b) any Default or Unmatured Default under the Credit Agreement.

7.CHOICE OF LAW.THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735
ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

8.Counterparts.This Amendment may be executed in any number of counterparts, each of which when so
executed shall be deemed an original and all of which taken together shall constitute one and the same agreement.

9.Headings.Section headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other purpose.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK

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IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have executed this Amendment No. 6 as of the date first above written.

| |  | ARCHIBALD CANDY CORPORATION                                                                  
| |  | ---------------------------------------------------------------------------------------------
| |  | By:                                                                                          
| |  | Name:                                                                                        
| |  | Title:                                                                                       
| |  | BANK ONE, NA, formerly known as The First National Bank of Chicago, individually and as Agent
| |  | By:                                                                                          
| |  | Name:                                                                                        
| |  | Title:                                                                                       
| |  | FLEET BUSINESS CREDIT CORPORATION,
formerly known as Sanwa Business Credit Corporation       
| |  | By:                                                                                          
| |  | Name:                                                                                        
| |  | Title:                                                                                       

|Agreed and acknowledged
this 10th day of April, 2001               |  |                      
|------------------------------------------------------------------ |  | ---------------------
|BANK ONE, CANADA, formerly known as
First Chicago NBD Bank, Canada |  |                      
|By:                                                                |  | /s/RANDALL TAYLOR    
|Name:                                                              |  | Randall Taylor       
|Title:                                                             |  | Senior Vice President

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EXHIBIT A  TO  AMENDED AND RESTATED CREDIT AGREEMENT    Loan Commitments

Revolving Loan Commitments

Lenders

Bank
One, NA

|Revolving Loan Commitment |            | Period such commitment is in effect |                                                         | % of Revolving
Loan Commitment |   
|------------------------- | ---------- | ----------------------------------- | ------------------------------------------------------- | ------------------------------ | --
|$                         | 10,000,000 |                                     | April 10, 2001 through and including April 17, 2001     |                                | 50
|$                         | 7,500,000  |                                     | April 18, 2001 through and including April 30, 2001     |                                | 50
|$                         | 6,000,000  |                                     | May 1, 2001 through and including June 3, 2001          |                                | 50
|$                         | 5,000,000  |                                     | June 4, 2001 through and including the Termination Date |                                | 50

Fleet Business Credit Corporation

|Revolving Loan Commitment |            | Period such commitment is in effect |                                                         | % of Revolving
Loan Commitment |   
|------------------------- | ---------- | ----------------------------------- | ------------------------------------------------------- | ------------------------------ | --
|$                         | 10,000,000 |                                     | April 10, 2001 through and including April 17, 2001     |                                | 50
|$                         | 7,500,000  |                                     | April 18, 2001 through and including April 30, 2001     |                                | 50
|$                         | 6,000,000  |                                     | May 1, 2001 through and including June 3, 2001          |                                | 50
|$                         | 5,000,000  |                                     | June 4, 2001 through and including the Termination Date |                                | 50

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