14.15
Captions
81
14.16
Right of Setoff
81
14.17
Confidentiality
81
14.18
Conflicts with Other Loan Documents
82
14.19
Agency of the Borrowers for Each Other Loan Party
83
14.20
Express Waivers By Loan Parties In Respect of Cross Guaranties and
Cross Collateralization
83
14.21
USA PATRIOT Act Notice
84
14.22
Intercreditor Agreement
84
ANNEXES, EXHIBITS AND SCHEDULES
ANNEX A
-
DEFINED TERMS
ANNEX B
-
COMMITMENTS
EXHIBIT A
-
BORROWING BASE CERTIFICATE
EXHIBIT B
-
NOTICE OF BORROWING
EXHIBIT C
-
NOTICE OF CONTINUATION/CONVERSION
EXHIBIT D
-
ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT E
-
COLLATERAL ACCESS AGREEMENT
EXHIBIT F
-
VENDOR LETTER
SCHEDULE 6.3 - ORGANIZATION AND QUALIFICATIONS
SCHEDULE 6.5 - SUBSIDIARIES AND AFFILIATES
SCHEDULE 6.9 - DEBT
SCHEDULE 6.11 - REAL ESTATE; LEASES
SCHEDULE 6.12 - PROPRIETARY RIGHTS
SCHEDULE 6.13 - TRADE NAMES
SCHEDULE 6.14 - LITIGATION
SCHEDULE 6.15 - LABOR DISPUTES
SCHEDULE 6.16 - ENVIRONMENTAL LAW
SCHEDULE 6.19 - PLAN COMPLIANCE
SCHEDULE 6.24 - MATERIAL AGREEMENTS
SCHEDULE 6.25 - BANK ACCOUNTS
SCHEDULE 6.27 - CAPITALIZATION
SCHEDULE A-1 - PERMITTED LIENS
SCHEDULE A-2 - RESTRICTED INVESTMENTS
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the "Agreement") is made
as of December 28, 2007, by and among SALTON, INC., a Delaware corporation
("Parent"), APPLICA INCORPORATED, a Florida corporation ("Applica"), APN HOLDING
COMPANY, INC. (successor-by-merger to SFP Merger Sub, Inc.), a Delaware
corporation ("APN"), APPLICA CONSUMER PRODUCTS, INC., a Florida corporation
("ACP"), APPLICA AMERICAS, INC., a Delaware corporation ("AAI"), HP DELAWARE,
INC., a Delaware corporation ("HP"), HPG LLC, a Delaware limited liability
company ("HPG"), APPLICA MEXICO HOLDINGS, INC., a Delaware corporation ("Applica
Mexico"), SONEX INTERNATIONAL CORPORATION, a Delaware corporation ("Sonex"),
HOME CREATIONS DIRECT LTD., a Delaware corporation ("HCD"), SALTON HOLDINGS
INC., a Delaware corporation ("SHI"), ICEBOX LLC, an Illinois limited liability
company ("Icebox"), TOASTMASTER INC., a Missouri corporation ("Toastmaster"),
FAMILY PRODUCTS INC., a Delaware corporation ("Family Products"), COFFEE
LLC, a Delaware limited liability company ("One Coffee"), and SALTON TOASTMASTER
LOGISTICS LLC, a Delaware limited liability company ("STL"; Parent, Applica,
APN, ACP, AAI, HP, HPG, Applica Mexico, Sonex, HCD, SHI, Icebox, Toastmaster,
Family Products, One Coffee and STL being sometimes referred to herein
individually as a "Borrower" and collectively as "Borrowers"), and APPLICA ASIA
LIMITED, a Hong Kong company ("Applica Asia"), and APPLICA CANADA CORPORATION, a
Nova Scotia company ("Applica Canada"); the financial institutions listed on the
signature pages hereof and their respective successors and permitted assigns
which become "Lenders" as provided herein; and BANK OF AMERICA, N.A., a national
banking association with an office at 300 Galleria Parkway, Suite 800, Atlanta,
Georgia 30339, in its capacity as administrative agent and collateral agent for
the Lenders pursuant to Section 12 hereof (together with its successors in such
capacity, "Agent"). Capitalized terms used in this Agreement and not otherwise
defined herein shall have the meanings ascribed thereto in Annex A, which is
attached hereto and incorporated herein. The rules of construction contained in
Annex A shall govern the interpretation of this Agreement, and all