COMMITMENT AGREEMENTCommitment Agreement • October 2nd, 2007 • Salton Inc • Electric housewares & fans • Delaware
COMMITMENT AGREEMENT dated as of October 1, 2007 (this “Agreement”) among Salton, Inc., a Delaware corporation (“Parent”), Harbinger Capital Partners Master Fund I, Ltd., a company organized under the laws of the Cayman Islands (the “Master Fund”), and Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (“Special Situations Fund” and, together with the Master Fund, the “Securityholders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SALTON, INC., SFP MERGER SUB, INC. AND APN HOLDING COMPANY, INC. DATED AS OF OCTOBER 1, 2007Agreement and Plan of Merger • October 2nd, 2007 • Salton Inc • Electric housewares & fans • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of October 1, 2007, by and among Salton, Inc., a Delaware corporation (“Parent”), SFP Merger Sub, Inc., a Delaware corporation (“MergerSub”) and a wholly owned direct subsidiary of Parent, and APN Holding Company, Inc., a Delaware corporation (“Apple Holdco”) and the direct parent of Applica Incorporated, a Florida corporation (“Apple”).
REIMBURSEMENT AND SENIOR SECURED CREDIT AGREEMENT Dated as of October 1, 2007 Among HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. And HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. As The Lenders, And HARBINGER CAPITAL PARTNERS MASTER FUND...Reimbursement and Senior Secured Credit Agreement • October 2nd, 2007 • Salton Inc • Electric housewares & fans • New York
This Reimbursement and Senior Secured Credit Agreement, dated as of October 1, 2007 (this “Agreement”), among HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. and HARBINGER CAPITAL PARTNERS SPECIAL SITUATION FUND, L.P. (each individually as a “Lender” and collectively as the “Lenders”), HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD, as administrative agent and collateral agent for the Lenders (the “Agent”), SALTON, INC., a Delaware corporation, with offices at 1955 Field Court, Lake Forest, Illinois 60045 (the “Parent”), each of the Parent’s Subsidiaries identified on the signature pages hereof as Borrowers and each of the Parent’s other Subsidiaries identified on the signature pages hereof as Guarantors.
LOAN PURCHASE AGREEMENTLoan Purchase Agreement • October 2nd, 2007 • Salton Inc • Electric housewares & fans • New York
THIS LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of October 1, 2007, is by and between SILVER POINT FINANCE, LLC as Co-Agent for the Lenders (as defined below) party hereto, HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. and HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (individually, each a “Purchaser”, or collectively, the “Purchasers”) and SALTON, INC. (“Salton”) and each of Salton’s Subsidiaries identified as Borrowers and Guarantors on the signature pages. Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Credit Agreement (as defined hereinafter).
