THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 2nd, 2007 • Salton Inc • Electric housewares & fans • Delaware
THIS THIRD AMENDMENT to the Rights Agreement dated as of June 28, 2004, between Salton, Inc., a Delaware corporation (the “Company”), and UMB Bank, N.A., as Rights Agent (the “Rights Agent”), as amended by Amendment No. 1 thereto dated as of June 7, 2006 and Amendment No. 2 thereto dated as of February 7, 2007 (as amended, the “Rights Agreement”), is dated as of the 1st day of October 2007.
WAIVER, CONSENT FORBEARANCE AND SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 2nd, 2007 • Salton Inc • Electric housewares & fans • New York
THIS WAIVER, CONSENT, FORBEARANCE AND SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Seventeenth Amendment”) is made and entered into as of October 1, 2007, by and among the financial institutions identified on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successor administrative agent and collateral agent, the “Agent”), SILVER POINT FINANCE, LLC, as the co-agent, syndication agent, documentation agent (in such capacities, together with any successor co-agent, syndication agent, and documentation agent, the “Co-Agent”), arranger and book runner, SALTON, INC., a Delaware corporation (the “Parent”), each of the Parent’s Subsidiaries identified on the sig
REGISTRATION RIGHTS AGREEMENT between SALTON INC., and CONTRARIAN EQUITY FUND, L.P. Dated as of October 1, 2007Registration Rights Agreement • October 2nd, 2007 • Salton Inc • Electric housewares & fans • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2007 by and between Salton, Inc., a Delaware corporation (the “Company”), and Contrarian Equity Fund, L.P., a Delaware limited liability (the “Stockholder”).
WAIVER, CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 2nd, 2007 • Salton Inc • Electric housewares & fans • New York
THIS WAIVER, CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of October 1, 2007, by and among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), THE BANK OF NEW YORK, a New York corporation, with offices at 600 E. Los Colinas Blvd., Suite 1300, Irving, Texas 75039, 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 Subsidiaries identified on the signature pages hereof as Guarantors.
AMENDED AND RESTATED INTERCREDITOR AGREEMENTAmended And • October 2nd, 2007 • Salton Inc • Electric housewares & fans • New York
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this “Agreement”), dated as of October 1, 2007 and effective as of the Effective Date (as defined below) is made by and between SILVER POINT FINANCE, LLC, a Delaware limited liability company, as the co-agent, syndication agent, and documentation agent under and pursuant to the First Lien Credit Agreement (as hereinafter defined) (in such capacity, and as further defined in Section 1, below, the “First Lien Co-Agent”), and WELLS FARGO FOOTHILL, INC., a California corporation, as administrative agent and collateral agent under and pursuant to the First Lien Credit Agreement (in such capacity, and as further defined in Section 1, below, the “First Lien Agent”), HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., an exempted company incorporated with limited liability in the Cayman Islands, as agent under and pursuant to the New Second Lien Credit Agreement (as hereinafter defined) (in such capacity, and as further defined in Section 1, below
JUNIOR LIENS INTERCREDITOR AGREEMENTJunior Liens Intercreditor Agreement • October 2nd, 2007 • Salton Inc • Electric housewares & fans • New York
This JUNIOR LIENS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of October 1, 2007 and effective as of the Effective Date (as defined below), is made by and between Harbinger Capital Partners Master Fund I, LTD., a Cayman Islands corporation, as agent under and pursuant to the Senior Secured Credit Agreement (as herein defined) (in such capacity together with its successors and assigns the “Senior Lien Agent”), on the one hand, and THE BANK OF NEW YORK, a national banking association, as agent under and pursuant to the Junior Lien Credit Agreement (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Junior Lien Agent”), on the other hand, and is acknowledged by Salton, Inc., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages of the Senior Secured Credit Agreement or otherwise made a party thereto, as Borrowers (collectively with Parent, the “Borrowers”) and each of Parent’s Subsidiaries identif
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG SALTON, INC., HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. DATED AS OF , 2007Registration Rights Agreement • October 2nd, 2007 • Salton Inc • Electric housewares & fans • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2007 by and between Salton, Inc., a Delaware corporation (the “Company”), Harbinger Capital Partners Master Fund I, Ltd., a company organized under the laws of the Cayman Islands (“HCP Master Fund”) and Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (together with HCP Master Fund, the “Investors”).
