TANDY BRANDS ACCESSORIES INC
EX-10.29 SECOND AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>4
<FILENAME>d08965exv10w29.txt
<DESCRIPTION>EX-10.29 SECOND AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.29

                               SECOND AMENDMENT TO
                                CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") made as of
the 26th day of June, 2003, by and among TANDY BRANDS ACCESSORIES, INC.
("Borrower"), WELLS FARGO HSBC TRADE BANK, N. A. ("Agent"), and the lenders
specified herein ("Lenders").

         WHEREAS, Borrower, Agent and Lenders entered into a Credit Agreement
dated as of June 27, 2001 (the "Original Credit Agreement"), as amended by that
First Amendment to Credit Agreement dated as of June 28, 2002, by and among
Borrower, Agent and Lenders (the "First Amendment"; the Original Credit
Agreement and the First Amendment together, the "Credit Agreement"); and

         WHEREAS, Borrower has requested that Agent and Lenders make certain
amendments to the Credit Agreement, and Agent and 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 Recitals

                          (a) First Recital

                           The First Recital is revised to read as follows:

                           "WHEREAS, Borrower has requested that Agent and
                           Lenders provide Borrower with a $60,000,000.00
                           revolving credit facility (the "Revolving Credit
                           Loan") to: (i) refinance certain existing

                                       1
<PAGE>

                           indebtedness of Borrower, (ii) pay fees and expenses
                           incurred in connection with the transactions
                           contemplated hereby, and (iii) fund general corporate
                           and working capital needs of Borrower and its
                           Subsidiaries."

                  2.2 Definitions

                           (a) Applicable Margin

                                    The chart in clause (b) in the definition of
                           "Applicable Margin" is revised as follows:

<Table>
<Caption>
                                                                        APPLICABLE MARGIN
TOTAL FUNDED INDEBTEDNESS                                                FOR EURODOLLAR
     TO EBITDA RATIO                                                       BORROWINGS
-------------------------                                               -----------------
<S>                                                                     <C>
Less than 1.00 to 1.00                                                               1.25%

Greater than or equal to 1.00 to 1.00 but less than 1.50 to
1.00                                                                                1.370%

Greater than or equal to 1.50 to 1.00 but less than 2.00 to
1.00                                                                                 1.5O%

Greater than or equal to 2.00 to 1.00, but less than 2.50 to
1.00                                                                                 1.75%

Greater than or equal to 2.50 to 1.00                                                2.OO%
</Table>

                           (b) Fixed Charge Coverage Ratio

                                    Add the following clause to the end of
                           clause (b) in the definition of "Fixed Charge
                           Coverage Ratio":

                           ", plus any cash dividend made by Borrower or any of
                           its Subsidiaries, plus any payments made by Borrower
                           or any of its Subsidiaries in respect of the
                           redemption, retirement, acquisition, or prepayment of
                           any of Borrower's capital stock, or any other equity
                           interest, which are more than $5,000,000 in the
                           aggregate during the term of this Agreement."

                           (c) Permitted Acquisitions

                                       2
<PAGE>

                                    The definition of "Permitted Acquisition" is
                           revised to read as follows:

                           "'Permitted Acquisition' means an acquisition of a
                           business entity or assets (i) provided the aggregate
                           amount of all consideration for all such acquisitions
                           from the date of the Second Amendment until the
                           Termination Date does not exceed $12,000,000 or (ii)
                           for which Borrower has received the prior written
                           consent of the Required Lenders."

                           (d) Revolving Credit Notes

                                    The definition of "Revolving Credit Notes"
                           is revised to read as follows:

                           "'Revolving Credit Notes' means those certain
                           Revolving Credit Promissory Notes dated as of the
                           date of the Second Amendment in the form of Exhibit A
                           attached hereto, executed by Borrower, as maker, and
                           payable to the order of Lenders, as payee, in the
                           aggregate original principal amount of
                           $60,000,000.00, together with any renewals,
                           extensions, or modifications thereof."

                           (e) Second Amendment

                                    The definition of "Second Amendment" is
                           added:

                           "'Second Amendment' means the Second Amendment to the
                           Credit Agreement dated June 26, 2003."

                           (f) Termination Date

                                    Clause (a) in the definition of "Termination
                           Date" is revised to read as follows:

                           "(a) November 30, 2006,"

                           (g) Total Revolving Credit Commitment

                                    The definition of "Total Revolving Credit
                           Commitment" is revised to read as follows:

                                       3
<PAGE>

                           "'Total Revolving Credit Commitment' shall mean the
                           sum of the Lenders' Revolving Credit Commitments, as
                           the same may be terminated or reduced from time to
                           time in accordance with the provisions of this
                           Agreement. As of the date of the Second Amendment,
                           the Total Revolving Credit Commitment is
                           $60,000,000.00."

                  2.3 Interest Rate Protection Agreements

                          (a) Section 9.15 is deleted in its entirety.

                  2.4 Limitations on Indebtedness

                          (a) Clause (c) to Section 10.3 is revised to read as
                              follows:

                           "(c) Purchase money financing not to exceed
                           $1,500,000 in any Fiscal Year;"

                  2.5 Restricted Payments

                           (a) Section 10.9 is amended to read as follows:

                           "10.9 RESTRICTED PAYMENTS. Borrower shall not, and
                           shall not permit any of its Subsidiaries to, through
                           any outlay other than issuance of Borrower's own
                           stock, (a) redeem, retire, otherwise acquire, or
                           prepay, directly or indirectly, any shares of its
                           capital stock, or any other equity interest;
                           provided, however, that Borrower may repurchase its
                           common stock (i) in an amount not to exceed
                           $5,000,000 in the aggregate during the term of this
                           Agreement and (ii) in any amount in excess of
                           $5,000,000 provided that at the time of such
                           repurchase Borrower provides the Agent with evidence
                           satisfactory to it that subsequent to such repurchase
                           Borrower will be in compliance with Section 10.15;
                           (b) declare or pay any cash dividend if at the time
                           of the declaration or payment of such dividend, there
                           has occurred and is continuing an Event of Default;
                           or (c) make any other distribution of any property or
                           cash to owners of an equity interest in their
                           capacity as such.

                  2.6 Capital Expenditures

                                       4
<PAGE>

                           (a) Section 10.13 is amended to read as follows:

                           "10.13 CAPITAL EXPENDITURES. Borrower shall not, and
                           shall not permit any of its Subsidiaries to make
                           Capital Expenditures in excess of $4,000,000 in the
                           aggregate in any Fiscal Year."

                  2.7 Leverage Ratio

                           (a) The chart in Section 10.14 is amended to read as
                           follows:

<Table>
<Caption>
            Date                                      Ratio
--------------------------------                -----------------
<S>                                             <C>
          June 30, 2003                                 2.50:1.00
       September 30, 2003                               2.75:1.00
        December 31, 2003                               2.50:1.00
         March 31, 2004                                 2.50:1.00
          June 30, 2004                                 2.50:1.00
       September 30, 2004                               2.75:1.00
        December 31, 2004                               2.50:1.00
 March 31, 2005 and thereafter                          2.50:1.00
          June 30, 2005                                 2.50:1.00
       September 30, 2005                               2.75:1.00
        December 31, 2005                               2.50:1.00
         March 31, 2006                                 2.50:1.00
          June 30, 2006                                 2.50:1.00
       September 30, 2006                               2.75:1.00
        November 30, 2006                               2.50:1.00
</Table>

                  2.8 Tangible Net Worth

                           (a)Section 10.16 is amended to read as follows:

                           "10.16 TANGIBLE NET WORTH. The Tangible Net Worth of
                           the Borrower and its Subsidiaries on a consolidated
                           basis shall never be less than the sum of ninety
                           percent (90%) of Tangible Net Worth as of June 30,
                           2001 plus (a) seventy-five percent (75%) of
                           Consolidated Net Income earned after June 30, 2001
                           during any fiscal quarter, provided, however that
                           fiscal quarters in which Consolidated Net Income is a
                           negative amount will be excluded

                                       5
<PAGE>

                           from the calculation of Consolidated Net Income
                           earned after June 30, 2001, plus (b) an amount equal
                           to 100% of the net proceeds of any equity offering
                           by the Borrower or any of its Subsidiaries occurring
                           after June 30, 2001."

                  2.9 Commitments. On the date of execution of this Amendment by
the parties hereto, Firstar Bank, N.A. shall cease to be a Lender under the
Credit Agreement and shall have no rights or obligations under the Credit
Agreement or the Loan Documents. The Total Revolving Credit Commitment shall be
re-allocated among the remaining Lenders as set forth on revised Schedule 2.1
attached hereto.

         3. EFFECTIVENESS OF AMENDMENT. This Amendment shall be effective upon
receipt by Agent of:

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

                  (b) The Amended and Restated Notes executed in favor of each
                  Lender;

                  (c) A Confirmation of Guaranty executed by each Guarantor;

                  (d) A Compliance Certificate executed by Borrower;

                  (e) Payment of a fee in the amount of 0.25% of the Total
                  Revolving Credit Commitment (as reduced by this Amendment)
                  which results in a fee of $150,000, for the ratable benefit of
                  the Lenders; and

                  (f) Payment for all other fees and expenses due and owing at
                  closing.

         4. 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. Borrower, Agent
                  and 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.

                                       6
<PAGE>

                  (b) To induce Agent and Lenders to enter into this Amendment,
                  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 Agent and 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 exists on the date hereof, (iii) that Borrower is
                  fully authorized to enter into this Amendment, and (iv) that
                  the Guarantors signing the Confirmation of Guaranty attached
                  hereto are all of the Borrower's Subsidiaries as of the date
                  of this Amendment

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

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

         7. 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 several 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.

         8. 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.

         9. 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

                                       7
<PAGE>

Credit Agreement to the Credit Agreement shall mean a reference to the Credit
Agreement as amended hereby.

         10. 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/ MARK J. FLAHERTY
                                                    ---------------------------
                                                    Mark J. Flaherty
                                                    Chief Financial Officer
                                                    and Treasurer

                                                AGENT:

                                                WELLS FARGO HSBC TRADE
                                                BANK, N.A.

                                                By: /s/ CONNOR DUFFEY
                                                    ---------------------------
                                                Name: Conner Duffey
                                                      -------------------------

                                                Title: Regional Vice President
                                                       ------------------------

                                                WELLS FARGO BANK, N. A.

                                                By: /s/ CONNOR DUFFEY
                                                    ---------------------------
                                                Name: Connor Duffey
                                                      -------------------------

                                                Title: Regional Vice President
                                                       ------------------------

                                       8
<PAGE>

                                                LENDERS:

                                                WELLS FARGO HSBC TRADE BANK,
                                                N.A.

                                                By: /s/ CONNOR DUFFEY
                                                    ---------------------------
                                                Name: Connor Duffey
                                                      -------------------------

                                                Title: Regional Vice President
                                                       ------------------------
                                                Address: 1445 Ross Avenue,
                                                         Suite 450
                                                         Dallas, TX 75202
                                                Attention: Connor Duffey
                                                Fax No.:   214-220-2166

                                       9
<PAGE>

                                                COMERICA BANK - TEXAS

                                                By: /s/ COREY R. BAILEY
                                                    ---------------------------
                                                Name: Corey R. Bailey
                                                      -------------------------

                                                Title: Vice President
                                                       ------------------------
                                                Address: 8828 Stemmons,
                                                         Suite 441
                                                         Dallas, TX 75247
                                                Attention: Corey R. Bailey
                                                Fax No.:   972-263-9837

                                       10
<PAGE>

                                                U.S. BANK NATIONAL ASSOCIATION,
                                                formerly known as
                                                FIRSTAR BANK, N. A., as
                                                resigning Lender

                                                By: /s/ JOSEPH L. SOOTER, JR.
                                                    ---------------------------
                                                Name: Joseph L. Sooter, Jr.
                                                      -------------------------

                                                Title: Vice President
                                                       ------------------------
                                                Address: One US Bank Plaza,
                                                         12th Floor
                                                         St. Louis, MO 63101
                                                Attention: Joseph L. Sooter, Jr.
                                                Fax No.:   314-418-2462

                                       11
<PAGE>

                                COMPASS BANK

                                By: /s/ MICHAEL KEITH
                                    -------------------------------
                                Name: Michael Keith
                                      -----------------------------

                                Title: Vice President
                                       ----------------------------
                                Address: 8080 N. Central Expressway
                                         Suite 250
                                         Dallas, TX 75206
                                Attention: Michael Keith
                                Fax No.:   214-346-2746

                                       12
<PAGE>

                                  SCHEDULE 2.1

                      Lenders; Revolving Credit Commitments

<Table>
<Caption>
                                         Amount of           Percentage of
                                        Commitment            Commitment
<S>                                    <C>                      <C>
Wells Fargo HSBC Trade Bank, N. A      $27,500,000.00           45.8333334%
Comerica Bank -- Texas                 $18,500,000.00           30.8333333%
Compass Bank                           $14,000,000.00           23.3333333%
                Total:                 $60,000,000.00               100.00%
</Table>

                                       13
<PAGE>

                            CONFIRMATION OF GUARANTY

         Reference is made to the Credit Agreement dated as of June 27, 2001, as
amended by the First Amendment to Credit Agreement dated as of June 28, 2002
(the "Credit Agreement") among Tandy Brands Accessories, Inc. ("Borrower"),
Wells Fargo HSBC Trade Bank, N. A. ("Agent"), and the lenders specified therein
("Lenders"). The undersigned Guarantors hereby confirm that their guaranty under
the Subsidiary Guaranty dated as of June 27, 2001 for the benefit of Agent,
Lenders, and Wells Fargo Bank, N. A., continues in full force and effect
notwithstanding the Second Amendment to Credit Agreement dated as of June 26,
2003, which Second 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 to Lenders
pursuant to the Credit Agreement as the latter has been modified by the Second
Amendment. This Confirmation of Guaranty shall be governed by and construed in
accordance with the laws of the State of Texas. Dated this 26th day of June,
2003.

                                            ACCESSORY DESIGN GROUP, INC.

                                            By: /s/ MARK J. FLAHERTY
                                                --------------------------------
                                                Mark J. Flaherty
                                                Vice President

                                            AMITY/ROLFS, INC.

                                            By: /s/ MARK J. FLAHERTY
                                                --------------------------------
                                                Mark J. Flaherty
                                                Vice President

                                            TANDY BRANDS ACCESSORIES HANDBAGS,
                                            INC.

                                            By: /s/ MARK J. FLAHERTY
                                                --------------------------------
                                                Mark J. Flaherty
                                                Vice President

<PAGE>

                                            H.A. SHELDON CANADA, LTD.

                                            By: /s/ MARK J. FLAHERTY
                                                --------------------------------
                                                Mark J. Flaherty
                                                Vice President

                                            TBAC INVESTMENTS, INC.

                                            By: /s/ MARK J. FLAHERTY
                                                --------------------------------
                                                Mark J. Flaherty
                                                Vice President

                                            TBAC GENERAL MANAGEMENT COMPANY

                                            By: /s/ MARK J. FLAHERTY
                                                --------------------------------
                                                Mark J. Flaherty
                                                Vice President

                                            TBAC MANAGEMENT COMPANY L.P.
                                            BY: TBAC GENERAL MANAGEMENT COMPANY,
                                            ITS GENERAL PARTNER

                                            By: /s/ MARK J. FLAHERTY
                                                --------------------------------
                                                Mark J. Flaherty
                                                Vice President

                                            TBAC PRINCE GARDNER, INC.

                                            By: /s/ MARK J. FLAHERTY
                                                --------------------------------
                                                Mark J. Flaherty
                                                Vice President

                                            STAGG INDUSTRIES, INC.

                                            By: /s/ MARK J. FLAHERTY
                                                --------------------------------
                                                Mark J. Flaherty
                                                Vice President

                                            TBAC-TOREL, INC.

                                            By: /s/ MARK J. FLAHERTY
                                                --------------------------------
                                                Mark J. Flaherty
                                                Vice President

<PAGE>

                                            TBAC INVESTMENT TRUST, INC.

                                            By: /s/ MARK J. FLAHERTY
                                                --------------------------------
                                                Mark J. Flaherty
                                                Vice President

Accepted as of the date first written above.

BORROWER

TANDY BRANDS ACCESSORIES, INC.

By: /s/ MARK J. FLAHERTY
    -------------------------------------
    Mark J. Flaherty
    Chief Financial Officer and Treasurer
<PAGE>
                             COMPLIANCE CERTIFICATE

                                  June 26, 2003

         Reference is made to that certain Credit Agreement dated as of June 27,
2001 among Tandy Brands Accessories, Inc. ("Borrower"), Wells Fargo HSBC Trade
Bank, N.A. ("Agent"), and the lenders specified therein ("Lenders"), as amended
by the First Amendment to Credit Agreement dated as of June 28, 2002 by and
among Borrower, Agent, and 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, Mark J.
Flaherty, Borrower's Chief Financial Officer and Treasurer, 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 Borrower in any Loan
Document delivered on or before the date hereof (including, without limitation,
the representations and warranties contained in Section 4 of the Second
Amendment to Credit Agreement of even date herewith) 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 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/ MARK J. FLAHERTY
                                           -------------------------------------
                                           Mark J. Flaherty
                                           Chief Financial Officer and Treasurer




<PAGE>

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE

U.S. $27,500,000.00                                                June 26, 2003


FOR VALUE RECEIVED, the undersigned, TANDY BRANDS ACCESSORIES, INC., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of WELLS FARGO
HSBC TRADE BANK, N.A., a national banking association (the "Lender"), for the
account of its Applicable Lending Office (as defined in that certain Credit
Agreement, dated as of June 27, 2001, by and among the Borrower, the Lender,
certain other lenders from time to time parties thereto (collectively, the
"Lenders"), Wells Fargo HSBC Trade Bank, N.A., a national banking association,
as agent for the Lenders (the "Agent"), and Wells Fargo Bank, N.A., a national
banking association, as arranger (as amended by that certain First Amendment to
Credit Agreement, dated as of June 28, 2002, as further amended by that certain
Second Amendment to Credit Agreement, dated even date herewith, and as amended,
modified, or supplemented from time to time, the "Credit Agreement")
(capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Credit Agreement) or any other office designated by the Agent,
the lesser of (i) the principal sum of TWENTY-SEVEN MILLION FIVE HUNDRED
THOUSAND DOLLARS ($27,500,000.00), or (ii) the aggregate unpaid principal amount
of all Advances made by the Lender to the Borrower under the Revolving Credit
Commitment.

The Borrower promises to pay interest on the unpaid principal amount of each
such Advance from the date of such Advance until such principal amount is paid
in full, at such interest rates, and payable at such times, as are specified in
the Credit Agreement.

Both principal and interest are payable in lawful money of the United States of
America to Wells Fargo HSBC Trade Bank, N.A., as Agent, at San Francisco Loan
Center, 201 3rd Street, 8th floor, San Francisco, California 94103, in same day
funds. Each Advance under the Revolving Credit Commitment made by the Lender to
the Borrower and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Revolving Credit Promissory Note (this
"Note"), provided, however, that failure of the Lender to make such notation or
any error therein shall not in any manner affect the obligation of the Borrower
to repay such Advances in accordance with the terms of this Note.

This Note is one of the Revolving Credit Notes referred to in, and is subject to
and entitled to the benefits of, the Credit Agreement. This Note is secured by
the Collateral described in the Security Documents. The Credit Agreement, among
other things, (i) provides for the making of Advances under the Revolving Credit
Commitment by the Lender to the Borrower from time to time pursuant to Section
2.1 of the Credit Agreement in an aggregate outstanding amount not to exceed at
any time the U.S. dollar amount first above mentioned, the indebtedness of the
Borrower resulting from each such Advance being evidenced by this Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and



<PAGE>

also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest, notice of intent to
accelerate, notice of acceleration and any other notice of any kind, except as
provided in the Credit Agreement. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF TEXAS.

This Note is in renewal and extension, but not in extinguishment or novation, of
that certain promissory note dated as of June 27, 2001, made by the Borrower
payable to the order of the Lender in the original principal amount of
$30,000,000.00.


                                       TANDY BRANDS ACCESSORIES, INC.

                                       By: /s/ MARK J. FLAHERTY
                                           -------------------------------------
                                           Mark J. Flaherty
                                           Chief Financial Officer and Treasurer





<PAGE>

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE

U.S. $18,500,000.00                                                June 26, 2003

FOR VALUE RECEIVED, the undersigned, TANDY BRANDS ACCESSORIES, INC., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of COMERICA
BANK-TEXAS, a Texas state bank (the "Lender"), for the account of its Applicable
Lending Office (as defined in that certain Credit Agreement, dated as of June
27, 2001, by and among the Borrower, the Lender, certain other lenders from time
to time parties thereto (collectively, the "Lenders"), Wells Fargo HSBC Trade
Bank, N.A., a national banking association, as agent for the Lenders (the
"Agent"), and Wells Fargo Bank, N.A., a national banking association, as
arranger (as amended by that certain First Amendment to Credit Agreement, dated
as of June 28, 2002, as further amended by that certain Second Amendment to
Credit Agreement, dated even date herewith, and as amended, modified, or
supplemented from time to time, the "Credit Agreement") (capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Credit
Agreement) or any other office designated by the Agent, the lesser of (i) the
principal sum of EIGHTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS
($18,500,000.00), or (ii) the aggregate unpaid principal amount of all Advances
made by the Lender to the Borrower under the Revolving Credit Commitment.

The Borrower promises to pay interest on the unpaid principal amount of each
such Advance from the date of such Advance until such principal amount is paid
in full, at such interest rates, and payable at such times, as are specified in
the Credit Agreement.

Both principal and interest are payable in lawful money of the United States of
America to Wells Fargo HSBC Trade Bank, N.A., as Agent, at San Francisco Loan
Center, 201 3rd Street, 8th floor, San Francisco, California 94103, in same day
funds. Each Advance under the Revolving Credit Commitment made by the Lender to
the Borrower and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Revolving Credit Promissory Note (this
"Note"), provided, however, that failure of the Lender to make such notation or
any error therein shall not in any manner affect the obligation of the Borrower
to repay such Advances in accordance with the terms of this Note.

This Note is one of the Revolving Credit Notes referred to in, and is subject to
and entitled to the benefits of, the Credit Agreement. This Note is secured by
the Collateral described in the Security Documents. The Credit Agreement, among
other things, (i) provides for the making of Advances under the Revolving Credit
Commitment by the Lender to the Borrower from time to time pursuant to Section
2.1 of the Credit Agreement in an aggregate outstanding amount not to exceed at
any time the U.S. dollar amount first above mentioned, the indebtedness of the
Borrower resulting from each such Advance being evidenced by this Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and



<PAGE>

also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest, notice of intent to
accelerate, notice of acceleration and any other notice of any kind, except as
provided in the Credit Agreement. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF TEXAS.

This Note is in renewal and extension, but not in extinguishment or novation, of
that certain promissory note dated as of June 27, 2001, made by the Borrower
payable to the order of the Lender in the original principal amount of
$20,000,000.00.


                                       TANDY BRANDS ACCESSORIES, INC.

                                       By: /s/ MARK J. FLAHERTY
                                           -------------------------------------
                                           Mark J. Flaherty
                                           Chief Financial Officer and Treasurer



<PAGE>

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE

U.S. $14,000,000.00                                                June 26, 2003

FOR VALUE RECEIVED, the undersigned, TANDY BRANDS ACCESSORIES, INC., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of COMPASS
BANK, an Alabama state bank (the "Lender"), for the account of its Applicable
Lending Office (as defined in that certain Credit Agreement, dated as of June
27, 2001, by and among the Borrower, the Lender, certain other lenders from time
to time parties thereto (collectively, the "Lenders"), Wells Fargo HSBC Trade
Bank, N.A., a national banking association, as agent for the Lenders (the
"Agent"), and Wells Fargo Bank, N.A., a national banking association, as
arranger (as amended by that certain First Amendment to Credit Agreement, dated
as of June 28, 2002, as further amended by that certain Second Amendment to
Credit Agreement, dated even date herewith, and as amended, modified, or
supplemented from time to time, the "Credit Agreement") (capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Credit
Agreement) or any other office designated by the Agent, the lesser of (i) the
principal sum of FOURTEEN MILLION DOLLARS ($14,000,000.00), or (ii) the
aggregate unpaid principal amount of all Advances made by the Lender to the
Borrower under the Revolving Credit Commitment.

The Borrower promises to pay interest on the unpaid principal amount of each
such Advance from the date of such Advance until such principal amount is paid
in full, at such interest rates, and payable at such times, as are specified in
the Credit Agreement.

Both principal and interest are payable in lawful money of the United States of
America to Wells Fargo HSBC Trade Bank, N.A., as Agent, at San Francisco Loan
Center, 201 3rd Street, 8th floor, San Francisco, California 94103, in same day
funds. Each Advance under the Revolving Credit Commitment made by the Lender to
the Borrower and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Revolving Credit Promissory Note (this
"Note"), provided, however, that failure of the Lender to make such notation or
any error therein shall not in any manner affect the obligation of the Borrower
to repay such Advances in accordance with the terms of this Note.

This Note is one of the Revolving Credit Notes referred to in, and is subject to
and entitled to the benefits of, the Credit Agreement. This Note is secured by
the Collateral described in the Security Documents. The Credit Agreement, among
other things, (i) provides for the making of Advances under the Revolving Credit
Commitment by the Lender to the Borrower from time to time pursuant to Section
2.1 of the Credit Agreement in an aggregate outstanding amount not to exceed at
any time the U.S. dollar amount first above mentioned, the indebtedness of the
Borrower resulting from each such Advance being evidenced by this Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and


<PAGE>

also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest, notice of intent to
accelerate, notice of acceleration and any other notice of any kind, except as
provided in the Credit Agreement. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF TEXAS.

This Note is in renewal and extension, but not in extinguishment or novation, of
that certain promissory note dated as of June 27, 2001, made by the Borrower
payable to the order of the Lender in the original principal amount of
$15,000,000.00.


                                       TANDY BRANDS ACCESSORIES, INC.


                                       By: /s/ MARK J. FLAHERTY
                                           -------------------------------------
                                           Mark J. Flaherty
                                           Chief Financial Officer and Treasurer



<PAGE>

                        AMENDMENT TO SECURITY AGREEMENTS

         This Amendment to Security Agreements (the "Amendment") dated as of
June 26, 2003 is by and among Tandy Brands Accessories, Inc. ("Borrower") and
each of its affiliated companies signatory hereto (with Borrower, each
individually a "Debtor" and collectively, the "Debtors") and Wells Fargo HSBC
Trade Bank, N.A., as Agent for the Lenders (as defined in the Credit Agreement
defined below) and Wells Fargo Bank, N.A. ("WFB" together with the Agent and the
Lenders, the "Secured Party").

                                    RECITALS

         A. Reference is made to that certain Credit Agreement dated as of June
27, 2001 between Borrower and Secured Party (as the same has been amended from
time to time, the "Credit Agreement").

         B. Pursuant to the Credit Agreement, each Debtor and the Secured Party
entered into a separate Security Agreement dated as of June 27, 2001
(individually a "Security Agreement" and collectively the "Security Agreements")
pursuant to which each respective Debtor granted a security interest in and to
the Collateral (as defined in each respective Security Agreement) to secure the
Obligations (as defined in the Credit Agreement).

         C. The parties hereto now desire to amend each Security Agreement to
remove from the definition of Collateral therein the reference to "fixtures" and
to authorize the filing of termination statements with respect to any and all
"fixture" filings previously made pursuant to the Security Agreements.

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

                                   AGREEMENTS

         1. Amendments to Section 1.3.1 of each of the Security Agreements.
Effective as of the date hereof, the two words "and fixtures" appearing in the
first line of Section 1.3.1 entitled "Collateral" of each of the Security
Agreements is hereby deleted therefrom and accordingly, fixtures are hereby
released from the security interests previously created pursuant to the Security
Agreements.

         2. Authorization to File Termination Statements. Effective as of the
date hereof, each of the respective Debtors is hereby authorized by each Secured
Party to file UCC Financing Statement Amendments (i.e. termination statements)
(or comparable form as applicable) (collectively, the "Termination Statements")
with respect to "fixture" filings previously made against any Debtor by or on
behalf of any Secured Party, including without limitation, with respect to those
"fixture" filings specifically described on Exhibit A attached hereto. Borrower
will provide to Agent copies of all such Termination Statements.

         3. Counterparts. This Amendment may be executed by the various parties
hereto on separate counterparts, and by different parties hereto on different
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same agreement.

      [Remainder of Page Intentionally Left Blank. Signature Pages Follow.]


AMENDMENT TO SECURITY AGREEMENTS -- PAGE 1

<PAGE>

         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 date and year first above written.


                                    BORROWER:

                                    TANDY BRANDS ACCESSORIES, INC.

                                    By: /s/ MARK J. FLAHERTY
                                        ----------------------------------------
                                        Mark J. Flaherty
                                        Chief Financial Officer and Treasurer

                                    SECURED PARTY:

                                    WELLS FARGO HSBC TRADE BANK, N.A.

                                    By: /s/ CONNOR DUFFEY
                                        ----------------------------------------
                                        Name: Connor Duffey
                                             -----------------------------------
                                        Title: Regional Vice President
                                              ----------------------------------

                                    WELLS FARGO BANK, N.A.

                                    By: /s/ CONNOR DUFFEY
                                        ----------------------------------------
                                        Name: Connor Duffey
                                             -----------------------------------
                                        Title: Regional Vice President
                                              ----------------------------------

                                    OTHER DEBTORS:

                                    ACCESSORY DESIGN GROUP, INC.

                                    By: /s/ MARK J. FLAHERTY
                                        ----------------------------------------
                                        Mark J. Flaherty
                                        Vice President


AMENDMENT TO SECURITY AGREEMENTS -- PAGE 2

<PAGE>

                                    AMITY/ROLFS, INC.

                                    By: /s/ MARK J. FLAHERTY
                                        ----------------------------------------
                                        Mark J. Flaherty
                                        Vice President

                                    TANDY BRANDS ACCESSORIES
                                    HANDBAGS, INC.

                                    By: /s/ MARK J. FLAHERTY
                                        ----------------------------------------
                                        Mark J. Flaherty
                                        Vice President

                                    H.A. SHELDON CANADA, LTD.

                                    By: /s/ MARK J. FLAHERTY
                                        ----------------------------------------
                                        Mark J. Flaherty
                                        Vice President

                                    TBAC INVESTMENTS, INC.

                                    By: /s/ MARK J. FLAHERTY
                                        ----------------------------------------
                                        Mark J. Flaherty
                                        Vice President

                                    TBAC GENERAL MANAGEMENT COMPANY

                                    By: /s/ MARK J. FLAHERTY
                                        ----------------------------------------
                                        Mark J. Flaherty
                                        Vice President


AMENDMENT TO SECURITY AGREEMENTS -- PAGE 3

<PAGE>

                                    TBAC MANAGEMENT COMPANY L.P.

                                    By: TBAC General Management Company,
                                        its general partner

                                        By: /s/ MARK J. FLAHERTY
                                            ------------------------------------
                                            Mark J. Flaherty
                                            Vice President

                                    TBAC PRINCE GARDNER, INC.

                                    By: /s/ MARK J. FLAHERTY
                                        ----------------------------------------
                                        Mark J. Flaherty
                                        Vice President

                                    STAGG INDUSTRIES, INC.

                                    By: /s/ MARK J. FLAHERTY
                                        ----------------------------------------
                                        Mark J. Flaherty
                                        Vice President

                                    TBAC -- TOREL, INC.

                                    By: /s/ MARK J. FLAHERTY
                                        ----------------------------------------
                                        Mark J. Flaherty
                                        Vice President

                                    TBAC INVESTMENT TRUST, INC.

                                    By: /s/ MARK J. FLAHERTY
                                        ----------------------------------------
                                        Mark J. Flaherty
                                        Vice President


AMENDMENT TO SECURITY AGREEMENTS -- PAGE 4

<PAGE>

                                    EXHIBIT A

                    UCC-1 FIXTURE FILING FINANCING STATEMENTS
                   WELLS FARGO HSBC TRADE BANK, N.A., AS AGENT

<Table>
<Caption>
          DEBTOR                       JURISDICTION                         INSTRUMENT NO.                    FILING DATE
          ------                       ------------                         --------------                    -----------
<S>                                 <C>                                  <C>                                <C>
Accessory Design Group, Inc.        Dallas County, TX                           1465327                         7/23/01
                                                                          (Vol 142, Pg. 3253)

Amity/Rolfs, Inc.                   Washington County, WI                       892903                          7/10/01

Stagg Industries, Inc.              DeWitt County, TX                            24476                          7/12/01
                                                                           (Vol 96, Pg 661)

                                    Lavaca County, TX                           125586                          7/23/01
                                                                           (Vol 236, Pg 868)

                                    Lavaca County, TX                           125389                          7/12/01
                                                                           (Vol 235, Pg 938)

                                    Lavaca County, TX                           125391                          7/12/01
                                                                            (Vol 236, Pg 4)

Tandy Brands Accessories, Inc.      Dallas County, TX                           1465329                         7/23/01
                                                                          (Vol 142, Pg 3269)

                                    De Witt County, TX                           24479                          7/12/01
                                                                           (Vol 96, Pg 667),

                                    Lavaca County, TX                           125393                          7/12/01
                                                                            (Vol 236, Pg 9)

                                    Lavaca County, TX                           125394                          7/12/01
                                                                             (Vol 236, 11)

                                    Lavaca County, TX                           125588                          7/23/01
                                                                           (Vol 236, Pg 874)

                                    Tarrant County, TX                     Vol 0322, Pg 001                     7/24/01

                                    Washington County, WI                       892899                          7/10/01

Tandy Brands Accessories            Washington County, WI                       892901                          7/10/01
Handbags, Inc.

TBAC -- Prince Gardner, Inc.        Washington County, WI                       892897                          7/10/01
</Table>


EXHIBIT A TO AMENDMENT TO SECURITY AGREEMENTS -- PAGE 1 OF 2

<PAGE>

                                    EXHIBIT A

                   UCC-I FIXTURE FILING FINANCING STATEMENTS
                             WELLS FARGO BANK, N.A.

<Table>
<Caption>
             DEBTOR                        JURISDICTION                     INSTRUMENT NO.              FILING DATE
             ------                        ------------                     --------------              -----------
<S>                                    <C>                               <C>                          <C>
Accessory Design Group, Inc.           Dallas County, TX                        1465326                   7/23/01
                                                                          (Vol 142, Pg 3245)

Amity/Rolfs, Inc.                      Washington County, WI                    892904                    7/10/01

Stagg Industries, Inc.                 DeWitt County, TX                         24477                    7/12/01
                                                                           (Vol 96, Pg 663)

                                       Lavaca County, TX                        125587                    7/23/01
                                                                           (Vol 236, Pg 871)

                                       Lavaca County, TX                        125390                    7/12/01
                                                                            (Vol 236, Pg 1)

                                       Lavaca County, TX                        125388                    7/12/01
                                                                           (Vol 235, Pg 936)

Tandy Brands Accessories, Inc.         Dallas County, TX                        1465328                   7/23/01
                                                                          (Vol 142, Pg 3261)

                                       De Witt County, TX                        24478                    7/12/01
                                                                           (Vol 96, Pg 665)

                                       Lavaca County, TX                        125395                    7/12/01
                                                                           (Vol 236, Pg 14)

                                       Lavaca County, TX                        125392                    7/12/01
                                                                            (Vol 236, Pg 7)

                                       Lavaca County,TX                         125585                    7/23/01
                                                                           (Vol 236, Pg 865)

                                       Tarrant County, TX                   Vol 0321, Pg 001              7/24/01

                                       Washington County, WI                    892900                    7/10/01

Tandy Brands Accessories               Washington County, WI                    892902                    7/10/01
Handbags, Inc.

TBAC -- Prince Gardner, Inc.           Washington County, WI                    892898                    7/10/01
</Table>


EXHIBIT A TO AMENDMENT TO SECURITY AGREEMENTS -- PAGE 2 OF 2


</TEXT>
</DOCUMENT>
