LIMITED WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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.”

          (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;

          (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