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Acquisition and Merger of Salton, Inc. and APN Holding Company, Inc.

CLIENT

Bank of America, N.A.

DATE

December 28, 2007

Acted as Canadian counsel to Bank of America, N.A., as administrative agent, collateral agent and lender, in the US$200,000,000 senior secured credit facility in favour of APN Holding Company, Inc. This credit facility was concluded in conjunction with the acquisition by Salton, Inc. of APN Holding Company, Inc., the parent of Applica Incorporated, which was accomplished through a merger of a wholly-owned subsidiary of Salton, Inc. with and into APN Holding Company, Inc.

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