EXHIBIT 10.35.1
July 30, 2007
Talon International, Inc.
(f/k/a Tag-It Pacific, Inc.)
00000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxxx, CFO
Re: AMENDMENT NO. 1 TO LOAN AGREEMENT
Dear Sirs:
Reference is made to the Revolving Credit and Term Loan Agreement dated
June 27, 2007 (the "LOAN AGREEMENT") by and between Bluefin Capital, LLC (the
"LENDER") and Talon International, Inc. (f/k/a Tag-It Pacific, Inc.) (the
"BORROWER"). All capitalized terms used herein without definition have the
respective meanings ascribed to them in the Loan Agreement.
This will confirm the agreement of the Lender and the Borrower to make
the following correction to the Loan Agreement as follows:
1. CORRECTED COVENANT. Section 6.17 the Loan Agreement is hereby
amended, effective as of June 29, 2007, so as to read in full as follows:
SECTION 6.17. COVERAGE TEST. Permit, as of the end of any
quarter of any Fiscal Year, principal and interest payments by the
Borrower and its Subsidiaries for the four (4) consecutive fiscal
quarters then ended (excluding principal of the Convertible Debentures
and principal payments made from a matched source where such matched
source makes the payment) to exceed EBITDA for such four (4) fiscal
quarter period; PROVIDED, HOWEVER, that the Lender shall not accelerate
the Obligations by reason of any non-compliance with this Section 6.17
unless and until non-compliance herewith occurs as of the end of two
(2) consecutive fiscal quarters.
2. ONGOING FORCE AND EFFECT. Except as expressly set forth
herein, all of the terms and conditions of the Loan Agreement remain unchanged
and in full force and effect. From and after June 29, 2007, all references to
the Loan Agreement in any other Loan Documents shall mean and refer to the Loan
Agreement as amended by this Amendment No. 1.
3. GOVERNING LAW. This amendment shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to conflicts of laws principles.
Kindly confirm your agreement to the foregoing by countersigning a
counterpart copy of this Amendment No. 1 in the space provided below.
Very truly yours,
BLUEFIN CAPITAL, LLC
By: /S/ XXXXX X. XXXXX, XX.
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Xxxxx X. Xxxxx, Xx., Vice Chairman
Acknowledged, Confirmed and Agreed To:
TALON INTERNATIONAL, INC.
(f/k/a Tag-It Pacific, Inc.)
By: /S/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, Chief Financial Officer
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