Exhibit 1.1
 EXECUTION VERSION
 6,495,489 Shares
 SPECTRUM BRANDS HOLDINGS, INC.
 Common Stock, Par Value $0.01 Per Share
 UNDERWRITING AGREEMENT
 Credit Suisse Securities (USA) LLC  Deutsche Bank Securities Inc.  Jefferies & Company, Inc.,
 
 
  Introductory Company Underwriters Securities Selling Stockholder Firm Securities Optional Securities Offered Securities
 Representations and Warranties of the Company and the Selling Stockholder




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Filing and Effectiveness of Registration Statement; Certain Defined Terms Initial Registration Statement Additional Registration Statement
   430A Information
 430C Information
 Act
 Applicable Time
 Closing Date
 Commission
 Effective Time Effective Time
 2




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Exchange Act
 Final Prospectus
 General Use Issuer Free Writing Prospectus
 Issuer Free Writing Prospectus
 Limited Use Issuer Free Writing Prospectus
 Registration Statements Registration Statement Registration Statement Registration Statement
 Rules and Regulations
 Securities Laws Sarbanes-Oxley Exchange Rules
 Statutory Prospectus
  Compliance with Securities Act Requirements
 3




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Ineligible Issuer Status.
 General Disclosure Package General Disclosure Package
 4




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Issuer Free Writing Prospectuses
 Incorporated Documents
 Good Standing of the Company. Material Adverse Effect
 Subsidiaries.
 5




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9.5% Notes SBI
 Offered Securities
 No Finders Fee.
 Registration Rights. registration rights
 Listing.
 Absence of Further Requirements.
 6




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Title to Property
 Absence of Defaults and Conflicts Resulting from Transaction. Debt
Repayment Triggering Event
 7




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Absence of Existing Defaults and Conflicts.
 Authorization of Agreement.
 Possession of Licenses and Permits. Licenses
 Absence of Labor Dispute.
 Possession of Intellectual Property. intellectual property rights
 Environmental Laws.
 8




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environmental laws
 Accurate Disclosure.
 Absence of Manipulation
 Statistical and Market-Related Data.
 Internal Controls and Compliance with the Sarbanes-Oxley Act. Board Internal Controls
 9




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Audit
Committee Internal Control Event
 Litigation
 Financial Statements.
 No Material Adverse Change in Business.
 10




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Investment Company Act. Investment Company Act
 Ratings.
 Compliance with Certain Laws
 Tax Filings.
 11




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Good Standing of Selling Stockholder
 Title to Securities.
 Absence of Further Requirements
 Absence of Defaults and Conflicts Resulting from Transaction
 Compliance with Securities Act Requirements
 12




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General Disclosure Package
 No Undisclosed Material Information
 Authorization of Agreement.
 No Finders Fee.
 Absence of Manipulation
 13




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No Distribution of Offering Material
 Material Agreements
 Purchase, Sale and Delivery of Offered Securities
 First Closing Date
  14




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Optional Closing Date Closing Date
 Offering by Underwriters
 Certain Agreements of the Company and the Selling Stockholder
 Additional Filings.
 15




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Filing of Amendments: Response to Commission Requests.
 Continued Compliance with Securities Laws.
 Rule 158.
 16




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Availability
Date
 Furnishing of Prospectuses.
 Blue Sky Qualifications. provided
 Reporting Requirements. EDGAR
 Payment of Expenses.
 17




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FINRA provided
 Use of Proceeds
 Filings under the Exchange Act
 18




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Absence of Manipulation.
 Restriction on Sale of Securities by Company. Lock-Up Period Lock-Up Securities provided however
 Free Writing Prospectuses Permitted Free Writing Prospectus
 19




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Conditions of the Obligations of the Underwriters
 Accountants Comfort Letter for the Company.
 Accountants Comfort Letter for Russell Hobbs. Russell Hobbs
 Effectiveness of Registration Statement.
 No Material Adverse Change.
 20




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Opinion of Counsel for the Company. Exhibits A-1 A-2
 Opinion of Counsel for Selling Stockholder. Exhibit B-1 Exhibit B-2
 Opinion of Counsel for Underwriters.
 Officers Certificate.
 21




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Lock-Up Agreements.
   Indemnification and Contribution Indemnification of Underwriters by Company. Indemnified
Party provided however
 22




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Indemnification of Underwriters by Selling Stockholder. provided however
 Indemnification of Company and Selling Stockholder. Underwriter Indemnified Party
 23




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Actions against Parties; Notification. provided further
 24




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Contribution.
 25




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Default of Underwriters provided
 Survival of Certain Representations and Obligations
 26




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Notices provided however
 Successors
 Representation
 Counterparts
 Absence of Fiduciary Relationship.
 No Other Relationship.
 Arms Length Negotiations.
 Absence of Obligation to Disclose.
 27




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Waiver.
 Patriot Act
 17. Applicable Law . This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York without regard to principles of conflict of laws.
  28




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Very truly yours,Spectrum Brands Holdings, Inc.By
    /s/ Nathan E. FagreName:
    Nathan E. FagreTitle:
    General Counsel and Secretary Signature Page to Underwriting Agreement




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Harbinger Capital Partners Master Fund I, Ltd.By:
    Harbinger Capital Partners LLC By
    /s/ Robin RogerName:
    Robin RogerTitle:
    General Counsel and Managing Director Signature Page to Underwriting Agreement




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Credit Suisse Securities (USA) LLC  Deutsche Bank Securities Inc.  Jefferies & Company, Inc.
 
 By Credit Suisse Securities (USA) LLCBy:
    /s/ Erwin Van Der VoortName:
    Erwin Van Der VoortTitle:
    Managing DirectorBy Deutsche Bank Securities Inc.By:
    /s/ Keith WargoName:
    Keith WargoTitle:
    Managing DirectorBy:
    /s/ Bruce C. WachaName:
    Bruce C. WachaTitle:
    DirectorBy Jefferies & Company, Inc.By:
    /s/ Nigel BellName:
    Nigel BellTitle:
    Managing Director Signature Page to Underwriting Agreement




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SCHEDULE A
 TotalNumber of Firm Securities
    
    
    Number ofto Be Sold By
    
    
    Firm SecuritiesSelling
    
    
    to beUnderwriter
    
    Company
    
    
    Stockholder
    
    
    PurchasedCredit Suisse Securities (USA) LLC
    
    
    400,000
    
    
    
    2,198,197
    
    
    
    2,598,197Deutsche Bank Securities Inc.
    
    
    300,000
    
    
    
    1,648,646
    
    
    
    1,948,646Jefferies & Company, Inc.
    
    
    300,000
    
    
    
    1,648,646
    
    
    
    1,948,646Total
    
    
    1,000,000
    
    
    
    5,495,489
    
    
    
    6,495,489
 Schedule A-1




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SCHEDULE B
 1. General Use Free Writing Prospectuses (included in the General Disclosure Package)
   2. Other Information Included in the General Disclosure Package
   Schedule B-1




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SCHEDULE C
 Material Agreements
 1.
    
    Agreement and Plan of Merger dated as of February 9, 2010 among Russell Hobbs, Inc., Spectrum
Brands, Inc., Spectrum Brands Holdings, Inc., Grill Merger Corp., and Battery Merger Corp.2.
    
    Amendment to Agreement and Plan of Merger dated as of March 1, 2010 by and among Russell
Hobbs, Inc., Spectrum Brands, Inc., Spectrum Brands Holdings, Inc., Grill Merger Corp. and
Battery Merger Corp.3.
    
    Second Amendment to Agreement and Plan of Merger, dated as of March 26, 2010, by and among
Spectrum Brands, Inc., Russell Hobbs, Inc., Spectrum Brands Holdings, Inc., Battery Merger
Corp. and Grill Merger Corp.4.
    
    Third Amendment to Agreement and Plan of Merger, dated as of April 30, 2010, by and among
Spectrum Brands, Inc., Russell Hobbs, Inc., Spectrum Brands Holdings, Inc., Battery Merger
Corp., and Grill Merger Corp.5.
    
    Registration Rights Agreement dated as of February 9, 2010 by and among Spectrum Brands
Holdings, Inc., Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners
Special Situations Fund, L.P., Global Opportunities Breakaway Ltd., Avenue International
Master, L.P., Avenue Investments, L.P., Avenue Special Situations Fund IV, L.P., Avenue
Special Situations Fund V, L.P., and Avenue-CDP Global Opportunities Fund, L.P.6.
    
    Indenture governing the 12% Senior Subordinated Toggle Notes Due 2019, dated as of August 28,
2009, by and among Spectrum Brands, Inc., the guarantors named therein and U.S. Bank National
Association, as trustee.7.
    
    Supplemental Indenture dated as of March 15, 2010 to the indenture governing the 12% Senior
Subordinated Toggle Notes Due 2019, dated as of August 28, 2009, by and among Spectrum Brands,
Inc., the guarantors named therein and U.S. Bank National Association, as trustee.8.
    
    Second Supplemental Indenture dated as of June 15, 2010 to the indenture governing the 12%
Senior Subordinated Toggle Notes Due 2019, dated as of August 28, 2009, by and among Spectrum
Brands, Inc., Battery Merger Corp. and U.S. Bank National Association, as trustee.9.
    
    Third Supplemental Indenture dated as of June 16, 2010 to the indenture governing the 12%
Senior Subordinated Toggle Notes Due 2019, dated as of August 28, 2009, by and
 Schedule C-1




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among Spectrum Brands, Inc., Russell Hobbs, Inc. and U.S. Bank National Association, as
trustee.10.
    
    Letter Agreement dated March 1, 2010 by and among Harbinger Capital Partners Master Fund I,
Ltd., Harbinger Capital Partners Special Situations Fund, L.P., Global Opportunities Breakaway
Ltd., and Spectrum Brands, Inc.11.
    
    Limited Guarantee dated as of February 9, 2010 by Harbinger Capital Partners Master Fund I,
Ltd. in favor of Spectrum Brands, Inc.12.
    
    Stockholder Agreement dated as of February 9, 2010 by and among Harbinger Capital Partners
Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P., Global
Opportunities Breakaway Ltd., and Spectrum Brands Holdings, Inc.13.
    
    Indenture governing the 9.500% Senior Secured Notes due 2018, dated as of June 16, 2010, by
and among Spectrum Brands, Inc., the guarantors named therein and US Bank National
Association, as trustee.14.
    
    Credit Agreement dated as of June 16, 2010, by and among Spectrum Brands, Inc. and certain of
its domestic subsidiaries, as borrowers, the lenders party thereto and Credit Suisse AG, as
administrative agent.15.
    
    Subsidiary Guaranty dated as of June 16, 2010, by and among the subsidiaries of Spectrum
Brands, Inc. party thereto, certain additional subsidiary guarantors described therein and
Credit Suisse AG, as administrative agent.16.
    
    Guaranty dated as of June 16, 2010, by and among SB/RH Holdings, LLC and Credit Suisse AG, as
administrative agent.17.
    
    Security Agreement dated as of June 16, 2010, by and among Spectrum Brands, Inc., SB/RH
Holdings, LLC, the other grantors party thereto and Wells Fargo Bank, National Association, as
collateral trustee.18.
    
    Loan and Security Agreement dated as of June 16, 2010, by and among Spectrum Brands, Inc. and
certain of its domestic subsidiaries, as borrowers, the lenders party thereto and Bank of
America, N.A., as administrative agent.19.
    
    Guaranty dated as of June 16, 2010, by and among the guarantors described therein and Bank of
America, N.A., as administrative agent.20.
    
    Collateral Trust Agreement dated as of June 16, 2010, by and among Spectrum Brands, Inc.,
SB/RH Holdings, LLC, the other grantors party thereto, Credit Suisse AG, Cayman Islands
Branch, as administrative agent, U.S. Bank National Association, as indenture trustee, and
Wells Fargo Bank, National Association, as collateral trustee.
 Schedule C-1




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21.
    
    Intercreditor Agreement dated as of June 16, 2010, by and among Spectrum Brands, Inc., SB/RH
Holdings, LLC, the other grantors party thereto, Bank of America, N.A., as ABL agent, and
Wells Fargo Bank, National Association, as term/notes agent.22.
    
    Trademark Security Agreement dated as of June 16, 2010, by and among the loan parties party
thereto and Wells Fargo Bank, National Association, as collateral trustee.23.
    
    Copyright Security Agreement dated as of June 16, 2010, by and among the loan parties party
thereto and Wells Fargo Bank, National Association, as collateral trustee.24.
    
    Patent Security Agreement dated as of June 16, 2010, by and among the loan parties party
thereto and Wells Fargo Bank, National Association, as collateral trustee.25.
    
    Amendment and Consent and Amended and Restated Credit Agreement, dated as of February 1,
2011, by and among Spectrum Brands, Inc. and certain of its domestic subsidiaries, as
borrowers, the lenders party thereto and Credit Suisse AG, as administrative agent.26.
    
    Second Amendment to Loan and Security Agreement, dated as of March 4, 2011, by and among
Spectrum Brands, Inc. and certain of its domestic subsidiaries, as borrowers, the lenders
party thereto and Bank of America, N.A., as administrative agent.27.
    
    Third Amendment to Loan and Security Agreement, dated as of April 21, 2011, by and among
Spectrum Brands, Inc. and certain of its domestic subsidiaries, as borrowers, the lenders
party thereto and Bank of America, N.A., as administrative agent.
 Schedule C-1




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SCHEDULE D
 Form of Comfort Letter
for the Company of KPMG LLP
 Schedule D-1




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SCHEDULE E
 Form of Comfort Letter
for Russell Hobbs of Grant Thornton LLP
 Schedule E-1




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SCHEDULE F
 Lock-up Signatories
 
 
 Schedule F-1




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EXHIBIT A-1
 Form of Opinion of
Paul, Weiss, Rifkind, Wharton & Garrison LLP Opinion, Counsel for the Company
 Exhibit A-1-1




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EXHIBIT A-2
 Form of Negative Assurance Letter of
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Counsel for the Company
 Exhibit A-2-1




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EXHIBIT B-1
 Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP,
Special United States Counsel for the Selling Stockholder
 Exhibit B-1-1




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EXHIBIT B-2
 Form of Opinion of Ogier,
Special Cayman Islands Counsel for the Selling Stockholder
 Exhibit B-2-1