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EXHIBIT 99.2
EXECUTION VERSION
WAIVER UNDER AMENDED AND RESTATED CREDIT AGREEMENT
THIS
WAIVER UNDER AMENDED AND RESTATED CREDIT AGREEMENT (this "Waiver")
is
made and entered into as of October 10, 2006, 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 signature pages hereof as
Borrowers
(collectively with the Parent, the "Borrowers") and each of the
Parent's
Subsidiaries identified on the signature pages hereof as
Guarantors
(collectively, the "Guarantors" and, together with the Borrowers,
the "Borrower
Parties").
WITNESSETH:
WHEREAS, the Lenders, the Agent, the Co-Agent and the Borrower
Parties are
parties to that certain Amended and Restated Credit Agreement,
dated as of May
9, 2003 and amended and restated as of June 15, 2004 (as amended as
of August
30, 2004, as of May 11, 2005, as of July 8, 2005, as of September
22, 2005, as
of October 7, 2005, as of November 9, 2005, February 8, 2006, May
10, 2006, and
August 15, 2006, and as it may be further amended, modified,
supplemented or
amended and restated from time to time, the "Credit
Agreement");
WHEREAS, pursuant to the Credit Agreement, Borrowers were required
to
deliver the audited financial statements for the fiscal year ended
July 1, 2006
within 90 days of such fiscal year end (the "Financial Statement
Delivery
Requirement");
WHEREAS, the Borrowers have failed to satisfy the Financial
Statement
Delivery Requirement (the "Financial Statement Delivery Default");
and
WHEREAS, the Borrowers have requested, and the Agent, the Co-Agent
and the
Lenders have agreed, to waive the Financial Statement Delivery
Default subject
to the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the agreements and provisions
herein
contained, the parties hereto do hereby agree as follows:
SECTION 1. DEFINITIONS. Any capitalized terms used but not
otherwise
defined herein shall have the meanings ascribed to such terms in
the Credit
Agreement.
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SECTION 2. WAIVERS UNDER CREDIT AGREEMENT.
2.01
WAIVER IN CONNECTION WITH FINANCIAL STATEMENT DELIVERY DEFAULT.
Subject to the satisfaction of the terms and conditions set forth
herein, the
Agent, the Co-Agent and the Required Lenders hereby waive the
Financial
Statement Delivery Default solely with respect to the failure to
deliver the
audited financial statements for the fiscal year ended July 1,
2006; provided,
that the foregoing waiver shall be rescinded and no longer
effective if
Administrative Borrower fails to deliver to the Lenders the audited
financial
statements for the fiscal year ended July 1, 2006 on or prior to
October 25,
2006.
SECTION 3. REPRESENTATIONS AND WARRANTIES. In order to induce the
Agent,
the Co-Agent and the Lenders to enter into this Waiver, the
Borrower Parties
hereby represent and warrant that:
3.01
NO DEFAULT. At and as of the date of this Waiver and after
giving
effect to this Waiver, no Default or Event of Default exists.
3.02
REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. At and as of the
date
of this Waiver and both prior to (other than with respect to the
Financial
Statement Delivery Default) and after giving effect to this Waiver,
each of the
representations and warranties contained in the Credit Agreement
and other Loan
Documents is true and correct in all material respects.
3.03
CORPORATE POWER, ETC. The Borrower Parties (a) have all
requisite
corporate power and authority to execute and deliver this Waiver
and to
consummate the transactions contemplated hereby and (b) have taken
all action,
corporate or otherwise, necessary to authorize the execution and
delivery of
this Waiver and the consummation of the transactions contemplated
hereby.
3.04
NO CONFLICT. Neither the execution and delivery of this Waiver
nor
consummation of the transactions contemplated hereby will (a)
conflict with or
result in any breach or violation of any provision of the
certificate of
incorporation, certificate of formation or by-laws of the Borrower
Parties, (b)
result in any breach or violation of, or constitute a default (or
an event
which, with notice or lapse of time or both, would constitute a
default) under,
or result in the termination of, or accelerate the performance
required by, or
result in the creation of a Lien upon any of the properties or
assets of the
Borrower Parties under, any of the terms, conditions or provisions
of any note,
bond, mortgage, indenture, deed of trust, license, lease agr
