exv10w32



 





EXHIBITS 4.4 AND 10.32

LIMITED WAIVER

AND

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS LIMITED WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) made as of the 13th day of November, 2007, by and among TANDY BRANDS
ACCESSORIES, INC. (the “Borrower”), WELLS FARGO HSBC TRADE BANK, N. A., as Administrative
Agent (“Agent”), WELLS FARGO BANK, N.A., as Arranger (“Arranger”) and such of the
lenders specified in the Credit Agreement described below as are signatories hereof
(“Lenders”).



     WHEREAS, Borrower, Agent, Arranger and the Lenders entered into an Amended and Restated Credit
Agreement dated as of September 6, 2006, (the “Credit Agreement”); and



     WHEREAS, certain Events of Default have occurred and continue to exist as a result of
Borrower’s failure to comply with Sections 10.13 and 10.14 of the Credit Agreement
as of September 30, 2007 (the “Subject Defaults”); and



     WHEREAS, the Borrower has requested that Agent and the Lenders provide a limited waiver of the
Subject Defaults and make certain amendments to the Credit Agreement, and the Agent and the Lenders
are willing to do so subject to the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:



     1. Defined Terms. All capitalized terms used but not otherwise defined in this
Amendment shall have the meaning ascribed to them in the Credit Agreement. Unless otherwise
specified, all section references herein refer to sections of the Credit Agreement.



     2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:



     2.1 Definitions



          (a) The definition of “Applicable Commitment Fee Percentage” set forth in Section 1 of
the Credit Agreement is hereby amended by adding the following sentence at the end of such
definition:





“Notwithstanding the foregoing, at all times during the Adjustment Period,
the Applicable Commitment Fee Percentage shall be 0.375% per annum.”



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          (b) The definition of “Applicable Margin” set forth in Section 1 of the Credit
Agreement is hereby amended by adding the following sentence at the end of such definition:





“Notwithstanding the foregoing, at all times during the Adjustment Period,
the Applicable Margin for Eurodollar Borrowings shall be 2.50% per annum.”



          (c) Section 1 of the Credit Agreement is hereby further amended by adding the
following definition thereto, in appropriate alphabetical order:





     “Adjustment Period’ shall mean the period commencing September 30, 2007
and ending on the date on which Borrower delivers financial statements and
related certificates required hereunder for the fiscal quarter ending
December 31, 2007, reflecting that no Default or Event of Default exists as
of such date.



     2.2 The Revolving Credit Loan. The first sentence of Section 2.1 of the
Credit Agreement is hereby amended and restated in its entirety to read as follows:




“Subject to the terms and conditions of this Agreement, each Lender agrees
to extend to the Borrower from the date hereof through the Termination Date,
a revolving line of credit which shall not exceed (i) at all times during
the Adjustment Period, $30,000,000, and (ii) at all other times, the Total
Revolving Credit Commitment, in either case less (a) outstanding Advances
(including Swingline Advances), (b) Letter of Credit Obligations, and (c)
the Acceptance Exposure.



     3. Limited Waiver. Effective as of September 30, 2007, and subject to the other terms and
conditions of this Amendment, Agent and Lenders hereby waive the Subject Defaults and their rights
and remedies under the Credit Agreement and otherwise existing as a result of the Subject Defaults.



          The Borrower is hereby notified that irrespective of (i) any waivers previously granted by
Agent and Lenders regarding the Credit Agreement and the Loan Documents, (ii) any previous failures
or delays of Agent and Lenders in exercising any right, power or privilege under the Credit
Agreement or the Loan Documents, or (iii) any previous failures or delays of Agent and Lenders in
the monitoring or in the requiring of compliance by the Borrower with the duties, obligations, and
agreements of the Borrower in the Credit Agreement and the Loan Documents, hereafter the Borrower
will be expected to comply strictly with its duties, obligations and agreements under the Credit
Agreement and the Loan Documents.




     4. Effectiveness of Amendment. This Amendment shall be effective upon receipt by the
Agent of:



          (a) A copy or copies of this Amendment signed by each of the parties hereto;




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          (b) A Confirmation of Guaranty executed by each Guarantor; and




          (c) A Compliance Certificate executed by Borrower.




          (d) Receipt by Agent, for the benefit of each Lender signatory hereto, an accommodation fee
equal to 0.15% of each such Lender’s Revolving Credit Commitment, in immediately available funds,
which fee shall be fully earned and non-refundable upon execution hereof.




          (e) Receipt by Wells Fargo HSBC Trade Bank, N.A. of all amounts payable to it pursuant to the
Fee Letter dated October 30, 2007, between it and the Borrower.




     5. Ratifications, Representations and Warranties.




(a) The terms and provisions set forth in this Amendment shall modify and supersede
all inconsistent terms and provisions set forth in the Credit Agreement and, except
as expressly modified and superseded by this Amendment, the terms and provisions of
the Credit Agreement are ratified and confirmed and shall continue in full force and
effect. The Borrower, Agent and the Lenders agree that the Credit Agreement and the
Loan Documents, as amended hereby, shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms.




(b) To induce the Agent and the Lenders to enter into this Amendment, the Borrower
ratifies and confirms each representation and warranty set forth in the Credit
Agreement as if such representations and warranties were made on the even date
herewith, (except to the extent that such representations and warranties related
solely to an earlier date and except to the extent that the facts upon which such
representations are based have been changed by the transactions contemplated in the
Credit Agreement) and further represents and warrants (i) that there has occurred
since the date of the last financial statements delivered to the Agent and the
Lenders no event or circumstance that has resulted or could reasonably be expected
to result in a Material Adverse Change, (ii) that no Event of Default (other than
the Subject Defaults) exists on the date hereof, and (iii) that the Borrower is
fully authorized to enter into this Amendment.



     6. Benefits. This Amendment shall be binding upon and inure to the benefit of
Borrower, Agent and the Lenders and their respective successors and assigns; provided, however,
that Borrower may not, without the prior written consent of Agent and the Lenders, assign any
rights, powers, duties or obligations under this Amendment, the Credit Agreement or any of the
other Loan Documents.



     7. Construction. This Amendment shall be governed by and construed in accordance with
the laws of the State of Texas.



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     8. Invalid Provisions. If any provision of this Amendment is held to be illegal,
invalid or unenforceable under present or future laws, such provision shall be fully severed and
the remaining provisions of this Amendment shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance.



     9. Entire Agreement. The Credit Agreement, as amended by this Amendment, contains the
entire agreement among the parties regarding the subject matter hereof and supersedes all prior
written and oral agreements and understandings among the parties hereto regarding same.



     10. Reference to Credit Agreement. The Credit Agreement and any and all other
agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so
that any reference in the Credit Agreement to the Credit Agreement shall mean a reference to the
Credit Agreement as amended hereby.



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



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	BORROWER:



TANDY BRANDS ACCESSORIES, INC.

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President and Chief Executive Officer 	 
	 
	 	AGENT:



WELLS FARGO HSBC TRADE

BANK, N.A.

 	 
	 	By:  	/s/ John R. Peloubet
 	 
	 	Name:  	John R. Peloubet                       	 	 
	 	Title:  	Vice President 	 	 
	 




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	 	 ARRANGER:

 	 
	 	 	 
	 	WELLS FARGO BANK, N. A.

 	 
	 	By:  	/s/ John R. Peloubet
 	 
	 	Name:  	John R. Peloubet 	 	 
	 	Title:  	Vice President 	 	 
	 
	 	LENDERS:





WELLS FARGO HSBC TRADE BANK, N. A.

 	 
	 	By:  	/s/ John R. Peloubet
 	 
	 	Name:  	John R. Peloubet 	 	 
	 	Title:  	Vice President 	 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Donald P. Hellman
 	 
	 	Name:  	Donald P. Hellman 	 	 
	 	Title:  	SVP 	 	 
	 
	 	BANK OF AMERICA, N. A.

 	 
	 	By:  	/s/ Allison W. Connally
 	 
	 	Name:  	Allison W. Connally 	 	 
	 	Title:  	Vice President 	 	 
	 
	 	JPMORGAN CHASE BANK, N. A.

 	 
	 	By:  	/s/ Jerry Petrey
 	 
	 	Name:  	Jerry Petrey 	 	 
	 	Title:  	SVP 	 	 
	 




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CONFIRMATION OF GUARANTY




     Reference is made to the Amended and Restated Credit Agreement dated as of September 7, 2006
(the “Credit Agreement”) among Tandy Brands Accessories, Inc. (“Borrower”), Wells
Fargo HSBC Trade Bank, N. A., as Administrative Agent (“Agent”), Wells Fargo Bank, N.A.,
and the lenders specified therein (“Lenders”). The undersigned Guarantors hereby confirm
that their guaranty under the Amended and Restated Subsidiary Guaranty dated as of September 7,
2006 for the benefit of the Agent, the Lenders, and Wells Fargo Bank, N. A., continues in full
force and effect notwithstanding the Limited Waiver and First Amendment to Amended and Restated
Credit Agreement dated as of November 13th, 2007 (the “First Amendment”), which First
Amendment is hereby accepted and consented to by each Guarantor. In accordance herewith, the
aforesaid guaranty shall be deemed to cover and secure the Obligations at any time due from
Borrower pursuant to the Credit Agreement as the latter has been modified by the First Amendment.
This Confirmation of Guaranty shall be governed by and construed in accordance with the laws of the
State of Texas.



Dated this 13 day of November, 2007.




	 	 	 	 	 
	 	TBAC-PRINCE GARDNER, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 
	 	AMITY/ROLFS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 
	 	TBAC INVESTMENTS, INC.,

a Nevada corporation

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 




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	 	TBAC GENERAL MANAGEMENT 

COMPANY,

a Nevada corporation

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 
	 	ACCESSORY DESIGN GROUP, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 
	 	TBAC-TOREL, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 
	 	TANDY BRANDS ACCESSORIES

HANDBAGS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 
	 	STAGG INDUSTRIES, INC.,

an Alabama corporation

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 
	 	TBAC INVESTMENT TRUST,

a Pennsylvania trust

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 



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	 	TBAC MANAGEMENT COMPANY, L.P.,

a Delaware limited partnership

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 
	 	TBAC-MASS MERCHANT QUALITY 

CONTROL, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 
	 	TBAC-ACQUISITION, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 
	 	SUPERIOR MERCHANDISE COMPANY,

a Louisiana corporation

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President 	 
	 



ACCEPTED as of the date first written above.




BORROWER




TANDY BRANDS ACCESSORIES, INC.




	 	 	 	 	 
	By:

	 	/s/ J.S.B. Jenkins
 

J.S.B. Jenkins
	 	 
	 

	 	President and Chief Executive Officer	 	 






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COMPLIANCE CERTIFICATE




November 13, 2007




     Reference is made to that certain Amended and Restated Credit Agreement dated as of September
7, 2006, as amended by that certain Limited Waiver and First Amendment to Amended and Restated
Credit Agreement of even date herewith (the “First Amendment”)among Tandy Brands
Accessories, Inc. (“Borrower”), Wells Fargo HSBC trade Bank, N. A. (“Agent”), Wells
Fargo Bank, N.A., and the lenders specified therein (“Lenders”)(the “Credit
Agreement”). Terms which are defined in the Credit Agreement and which are used but not
defined herein shall have the meanings given them in the Credit Agreement. The undersigned, J.S.B.
Jenkins, Borrower’s President and Chief Executive Officer, hereby certifies in the name, and on
behalf, of Borrower that Borrower has made a thorough inquiry into all matters certified herein and
based upon such inquiry, experience, and the advice of counsel, does hereby further certify that:



     1. All representations and warranties made by the Borrower in any Loan Document delivered on
or before the date hereof (including, without limitation, the representations and warranties
contained in Section 5 of the Amendment) are true in all material respects on and as of the date
hereof (except to the extent that such representations and warranties related solely to an earlier
date and except to the extent that the facts upon which such representations are based have been
changed by the transactions contemplated in the Credit Agreement) as if such representations and
warranties had been made as of the date hereof.



     2. No Event of Default (other than the Subject Defaults, as defined in the First Amendment)
exists on the date hereof.



     3. Borrower has performed and complied with all agreements and conditions required in the Loan
Documents to be performed or complied with by it on or prior to the date hereof.



     IN WITNESS WHEREOF, this instrument is executed by the undersigned as of the date first above
written.



	 	 	 	 	 
	 	TANDY BRANDS ACCESSORIES, INC.

 	 
	 	By:  	/s/ J.S.B. Jenkins
 	 
	 	 	J.S.B. Jenkins 	 
	 	 	President and Chief Executive Officer 	 
	 




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