exv99w1

Exhibit 99.1

ELEVENTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Eleventh Amendment”) is made and entered into as of April 13, 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 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, as of February 8, 2006, as of May 10, 2006, as of August 15, 2006 and as of February 12, 2007 and as it may be further amended, modified, supplemented or amended and restated from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers have requested, and the Agent, the Co-Agent and the Lenders have agreed, to amend the definition of Borrowing Base in the Credit Agreement as 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.

1.01 Clause (a)(D) of the definition of “Borrowing Base” is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

“(D) the sum of

(i)

the lesser of

(A)

the sum of

(I) ten percent (10%) of the Net Amount of Eligible Accounts, plus

(II) the sum of (x) twenty-four percent (24%) of the value of the Eligible Landed Inventory, plus (y) twenty-nine percent (29%) of the book value of Eligible In-Transit Inventory valued at the lower of cost (determined on a first-in, first-out basis) or market; and

(B)

$16,200,000; plus

(ii)

$32,189,509.48

;provided, that, notwithstanding the foregoing, from and after June 30, 2007, the result of this clause (D) shall not exceed $23,000,000,”

Section 2. Representations and Warranties. In order to induce the Agent, the Co-Agent and the Lenders to enter into this Eleventh Amendment, the Borrower Parties hereby represent and warrant that:

2.01 No Default. At and as of the date of this Eleventh Amendment and after giving effect to this Eleventh Amendment, no Default or Event of Default exists.

2.02 Representations and Warranties True and Correct. At and as of the date of this Eleventh Amendment and both prior to and after giving effect to this Eleventh Amendment, each of the representations and warranties contained in the Credit Agreement and other Loan Documents is true and correct in all material respects.

2.03 Corporate Power, Etc. The Borrower Parties (a) have all requisite corporate power and authority to execute and deliver this Eleventh Amendment 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 Eleventh Amendment and the consummation of the transactions contemplated hereby.

2.04 No Conflict. Neither the execution and delivery of this Eleventh Amendment 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 agreement or other instrument or obligation to which the Borrower Parties are parties or to which any of their properties or assets are subject, (c) require any consent, approval, authorization or permit of, or filing with or notification to, any third party or any Governmental

Authority, or (d) violate any order, writ, injunction, decree, judgment, ruling, law, statute, rule or regulation of any Governmental Authority.

2.05 Binding Effect. This Eleventh Amendment has been duly executed and delivered by the Borrower Parties and constitutes the legal, valid and binding obligation of the Borrower Parties, enforceable against the Borrower Parties in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or affecting the enforcement of creditors’ rights generally, and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3. Conditions. This Eleventh Amendment shall be effective upon the fulfillment by the Borrower Parties, in a manner satisfactory to the Co-Agent, the Agent and the Lenders, of all of the following conditions precedent set forth in this Section 5 (such date, the “Effective Date”):

3.01 Execution of the Eleventh Amendment. Each of the parties hereto shall have executed an original counterpart of this Eleventh Amendment and shall have delivered (including by way of telefacsimile or electronic mail) the same to the Co-Agent.

3.02 Representations and Warranties. As of the Effective Date, the representations and warranties set forth in Section 4 hereof shall be true and correct.

3.03 Delivery of Other Documents. The Co-Agent and the Agent shall have received all such other instruments, documents and agreements as the Co-Agent or the Agent may reasonably request, in form and substance reasonably satisfactory to the Co-Agent and the Agent.

Section 4. Miscellaneous.

4.01 Continuing Effect. Except as specifically provided herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect in accordance with their respective terms and are hereby ratified and confirmed in all respects.

4.02 No Waiver; Reservation of Rights. This Eleventh Amendment is limited as specified and the execution, delivery and effectiveness of this Eleventh Amendment shall not operate as a modification, acceptance or waiver of any provision of the Credit Agreement, or any other Loan Document, except as specifically set forth herein. Notwithstanding anything contained in this Eleventh Amendment to the contrary, the Agent, the Co-Agent and the Lenders expressly reserve the right to exercise any and all of their rights and remedies under the Credit Agreement, any other Loan Document and applicable law in respect of any Default or Event of Default.

4.03 References.

(a) From and after the Effective Date, (i) the Credit Agreement, the other Loan Documents and all agreements, instruments and documents executed

and delivered in connection with any of the foregoing shall each be deemed amended hereby to the extent necessary, if any, to give effect to the provisions of this Eleventh Amendment and (ii) all of the terms and provisions of this Eleventh Amendment are hereby incorporated by reference into the Credit Agreement, as applicable, as if such terms and provisions were set forth in full therein, as applicable.

(b) From and after the Effective Date, (i) all references in the Credit Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended hereby and (ii) all references in the Credit Agreement, the other Loan Documents or any other agreement, instrument or document executed and delivered in connection therewith to “Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended hereby.

4.04 Governing Law. THIS ELEVENTH AMENDMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THE SUBJECT MATTER HEREOF, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.05 Severability. The provisions of this Eleventh Amendment are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision in this Eleventh Amendment in any jurisdiction.

4.06 Counterparts. This Eleventh Amendment may be executed in any number of counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of this Eleventh Amendment by telefacsimile or electronic mail shall be equally effective as delivery of a manually executed counterpart. A complete set of counterparts shall be lodged with the Borrower Parties, the Agent, the Co-Agent and each Lender.

4.07 Headings. Section headings in this Eleventh Amendment are included herein for convenience of reference only and shall not constitute a part of this Eleventh Amendment for any other purpose.

4.08 Binding Effect; Assignment. This Eleventh Amendment shall be binding upon and inure to the benefit of the Borrower Parties, the Agent, the Co-Agent and the Lenders and their respective successors and assigns; provided, however, that the rights and obligations of the Borrower Parties under this Eleventh Amendment shall not be assigned or delegated without the prior written consent of the Agent, the Co-Agent and the Lenders.

4.09 Expenses. The Borrowers agree to pay the Agent and Co-Agent upon demand, for all reasonable expenses, including reasonable fees of attorneys and paralegals for the Agent, the Co-Agent and the Lenders (who may be employees of the Agent, Co-Agent or the Lenders), incurred by the Agent, the Co-Agent and the Lenders in connection with the

preparation, negotiation and execution of this Eleventh Amendment and any document required to be furnished herewith.

4.10 Integration. This Eleventh Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.


	BORROWERS: SALTON, INC., a Delaware corporation
	By:	/s/ William Lutz
	Title:	Chief Financial Officer


	TOASTMASTER INC., a Missouri corporation
	By:	/s/ William Lutz
	Title:	Chief Financial Officer


	SALTON TOASTMASTER LOGISTICS LLC, a Delaware limited liability company
	By:	/s/ William Lutz
	Title:	Chief Financial Officer


	GUARANTORS: HOME CREATIONS DIRECT, LTD., a Delaware corporation
	By:	/s/ William Lutz
	Title:	Chief Financial Officer


	SONEX INTERNATIONAL CORPORATION, a Delaware corporation
	By:	/s/ William Lutz
	Title:	Chief Financial Officer


	ICEBOX, LLC, an Illinois limited liability company
	By:	/s/ William Lutz
	Title:	Chief Financial Officer


	FAMILY PRODUCTS INC., a Delaware corporation
	By:	/s/ William Lutz
	Title:	Chief Financial Officer


	SALTON HOLDINGS, INC., a Delaware corporation
	By:	/s/ William Lutz
	Title:	Chief Financial Officer


	AGENT, CO-AGENT AND LENDERS: WELLS FARGO FOOTHILL, INC. as the Administrative Agent, the Collateral Agent and as a Lender
	By:	/s/ William M. Plough
	Its:	Vice President


	SILVER POINT FINANCE, LLC, as the Co-Agent, the Documentation Agent, and the Syndication Agent
	By:	/s/ Richard Petrill
	Its:	Authorized Signatory


	SPIRET IV LOAN TRUST 2003-A, as a Lender
	By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as trustee

	By:	/s/ Rachel L. Simpson
	Its:	Senior Financial Services Officer


	FIELD POINT I, LTD., as a Lender
	By:	/s/ Richard Petrill
	Its:	Authorized Signatory


	FIELD POINT II, LTD., as a Lender
	By:	/s/ Richard Petrill
	Its:	Authorized Signatory


	FIELD POINT III, LTD., as a Lender
	By:	/s/ Richard Petrill
	Its:	Authorized Signatory


	FIELD POINT IV, LTD., as a Lender
	By:	/s/ Richard Petrill
	Its:	Authorized Signatory