Letter Agreement


 Exhibit 10.1 
 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. 
 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 
 GLOBAL OPPORTUNITIES BREAKAWAY LTD. 

 450 Park Avenue, 30th Floor New York, NY 10022 
 March 1, 2010 
 Spectrum Brands, Inc. 
 Six Concourse Parkway, Suite 3300 
 Atlanta, GA
30328 
 Ladies and Gentlemen: 
 Reference is made to the Agreement and Plan of Merger, dated as of February 9, 2010 (as amended from time to time, the “Merger Agreement”), by and among SB/RH Holdings, Inc., a
Delaware corporation (“Parent”), Battery Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Battery Merger Sub”), RH Merger Corp., a Delaware corporation and a direct wholly-owned
subsidiary of Parent (“RH Merger Sub”), Spectrum Brands, Inc., a Delaware corporation (the “Company”), and Russell Hobbs, Inc., a Delaware corporation (“RH”), pursuant to which, subject to the terms
and conditions therein, (i) Battery Merger Sub shall merge with and into the Company, with the Company as the surviving corporation, and (ii) RH Merger Sub shall merge with and into RH, with RH as the surviving corporation. Each
capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement. 
 1.
Share Purchases During the Interim Period. Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands exempted company (“Harbinger Master”), Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited
partnership (“Harbinger Special Situations”), and Global Opportunities Breakaway Ltd., a Cayman Islands exempted company (“Global Opportunities” and, together with Harbinger Master and Harbinger Special Situations,
the “Harbinger Parties”), hereby (i) advise the Company that they (or one or more of their respective controlled Affiliates) desire to purchase, at their sole discretion, up to 2,000,000 shares of Battery Common Stock during
the period between the date hereof and the Closing Date (the “Interim Period”) and (ii) request that the Company waive the provisions of Section 2.6 of the Harbinger Support Agreement in connection with any such purchases,
in each case subject to the terms and conditions of this letter agreement (this “Letter Agreement”). 
 2.
Conditions to Share Purchases. The Company hereby waives compliance with Section 2.6 of the Harbinger Support Agreement, but







 
only to the extent set forth in this Letter Agreement, and acknowledges and agrees that the Harbinger Parties (or their respective Affiliates) will have the right (but not the obligation) to
purchase up to 2,000,000 shares of Battery Common Stock during the Interim Period subject to the following terms and conditions: 
 (a) The total number of shares of Battery Common Stock purchased by the Harbinger Parties in any week during the Interim Period shall not exceed an aggregate of 100,000 shares. 
 (b) Any shares of Battery Common Stock purchased pursuant to and in accordance with the terms of this Letter Agreement (collectively, the
“Letter Agreement Shares”) will be deemed (i) not to be “Covered Battery Shares” for purposes of Section 2.2(a) or (b) or Article IV of the Harbinger Support Agreement and (ii) to be issued and
outstanding, but not Beneficially Owned by the Harbinger Parties or any of their respective Affiliates, for purposes of the definition of “Locked Up Covered Shares” in the Harbinger Support Agreement. 
 (c) Except as set forth in Section 2(d) of this Letter Agreement, each Harbinger Party agrees that, during the term of this Letter
Agreement, at any duly called meeting of the stockholders of Battery (or any adjournment or postponement thereof) or any request for the execution of written consents in lieu of a meeting of the stockholders of Battery to obtain the Battery
Stockholder Approval or to consider any other matter of the type described in clauses (i)-(iii) of Section 2.2(a) of the Harbinger Support Agreement (each, a “Battery Voting Event”), such Harbinger Party shall, or shall
cause the applicable holder of record of its Letter Agreement Shares to, appear at the meeting, in person or by proxy, or otherwise cause its Letter Agreement Shares to be counted as present thereat for purposes of establishing a quorum, and it
shall vote (or cause to be voted), in person or by proxy (or deliver, or cause to be delivered, a written consent covering), all of its Letter Agreement Shares, in each case to the fullest extent that such matters are submitted for the vote or
written consent of the holder of such Letter Agreement Shares and that the Letter Agreement Shares are entitled to vote thereon or consent thereto (i) with respect to any Letter Agreement Shares purchased during the Interim Period from any of
Avenue International Master, L.P., Avenue Investments, L.P., Avenue Special Situations Fund V, L.P., Avenue Special Situations Fund IV, L.P., Avenue and CDP Global Opportunities Fund, L.P. (collectively, the “Avenue Parties”) or any
of their respective Affiliates, in accordance with the terms of the Avenue Support Agreement; provided, however, that in the event that the obligations of the Avenue Parties to vote in accordance with the terms of the Avenue Support
Agreement have been terminated or suspended pursuant thereto, such Letter Agreement Shares shall thereafter be voted in the same proportion as the vote of all Battery stockholders (other than the Harbinger Parties, the Avenue Parties or any of their
respective Affiliates) and (ii) with respect to any Letter Agreement Shares purchased during the Interim Period from any Persons other than the Avenue Parties or any of their respective Affiliates, in the same proportion as the

  

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vote of all Battery stockholders (other than the Harbinger Parties, the Avenue Parties or any of their respective Affiliates). 
 (d) Notwithstanding Section 2(c), in the event that the Merger Agreement is terminated pursuant to Section 8.1(e) thereof, the
obligation of the Harbinger Parties to vote their Letter Agreement Shares in the manner set forth in Section 2(c) shall be modified such that: 
 (i) in respect of any Superior Proposal that is not in the form of an Offer and as a result of which the Merger Agreement was terminated, the Harbinger Parties shall vote (or cause to be voted), in person
or by proxy, or deliver (or cause to be delivered) a written consent covering, the Letter Agreement Shares in the same proportion as the vote of all Battery stockholders (other than the Harbinger Parties or any of their Affiliates); and 

(ii) in respect of any Superior Proposal that is in the form of a tender offer or an exchange offer for shares of Battery Common Stock
(an “Offer”) and as a result of which the Merger Agreement was terminated, the Harbinger Parties shall validly tender or cause to be validly tendered, pursuant to and in accordance with the terms of the Offer, a portion of the
Letter Agreement Shares in the same proportion as shares of Battery Common Stock are tendered prior to the expiration of the Offer by other stockholders (other than the Harbinger Parties or any of their Affiliates). The Harbinger Parties shall
deliver to the depositary designated in the Offer in respect of the applicable Letter Agreement Shares, all documents or instruments required to be delivered pursuant to the terms of the Offer. Following the tender of the applicable Letter Agreement
Shares as required by this Section 2(d)(ii), the Harbinger Parties shall not withdraw any Letter Agreement Shares from the Offer, unless and until (A) the Offer has been terminated in accordance with the terms thereof or (B) this
Agreement has been terminated in accordance with Section 4. 
 (e) Except as otherwise provided herein, during the term of
this Agreement, each Harbinger Party agrees, severally and not jointly, that it shall not: (i) sell, transfer, pledge, encumber, tender, gift, assign or otherwise dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition (each, a “Transfer”) of, its Letter Agreement Shares, or any interest contained therein; (ii) grant any proxies or powers of
attorney or enter into a voting agreement or other arrangement with respect to its Letter Agreement Shares other than this Agreement; (iii) enter into, or deposit its Letter Agreement Shares into a voting trust or take any other action which
would reasonably be expected to result in a diminution of the voting power represented by its Letter Agreement Shares; or (iv) commit or agree to take any of the foregoing actions; provided, that a Harbinger Party may Transfer its Letter
Agreement Shares only if the Transferee with respect to such Harbinger Party’s Letter Agreement Shares agrees in writing in a form reasonably satisfactory to Battery to be bound by the

  

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terms of this Letter Agreement with respect to the securities subject to such Transfer, to the same extent as such Harbinger Party is bound hereunder. 
 3. Representations and Warranties. Each Harbinger Party, severally and not jointly, represents and warrants to the Company that, as
of the date hereof, other than the Merger Agreement and the agreements referred to therein, no Harbinger Party nor any Affiliate thereof is a party to, or bound by, any agreement (other than this Letter Agreement and the Harbinger Support Agreement)
relating to the Mergers, any Battery Alternative Proposal (as defined in the Harbinger Support Agreement), the voting of any of its shares of Battery Common Stock or the sale, transfer or other disposition of its shares of Battery Common Stock, or
has any other arrangement or understanding with any other holder of shares of Battery Common Stock relating to any of the foregoing. 
 4. Termination. This Letter Agreement shall automatically terminate upon the earlier of (i) the valid termination of the Merger Agreement in accordance with its terms and (ii) the closing of the Mergers. Notwithstanding the
foregoing, (a) the obligations contained in Section 2(d) shall survive until the six-month anniversary of the valid termination of the Merger Agreement and (b) the provisions of Sections 5 through 14 shall survive any termination of
this Letter Agreement. 
 5. Notices. All notices, requests, claims, demands and other communications under this Letter
Agreement shall be in writing and shall be deemed given if delivered personally, sent via facsimile (receipt confirmed), sent by a nationally recognized overnight courier (providing proof of delivery), or mailed in the United States by certified or
registered mail, postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 
  

					
	If to the Company, to:
		
		 	 Spectrum Brands, Inc.

		 	 Six Concourse Parkway, Suite 3300

		 	 Atlanta, GA 30328

		 	 Attention:
	  	John T. Wilson, Esq.
		 	 Fax No.:
	  	(770) 829-6928
		
		 	 With copies to:

		
		 	 Sutherland Asbill & Brennan LLP

		 	 999 Peachtree Street, N.E.

		 	 Atlanta, GA 30309

		 	 Fax No.:
	  	(770) 853-8806
		 	 Attention:
	  	Mark D. Kaufman, Esq.
		 		  	David A. Zimmerman, Esq.

  

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		 	 and

		
		 	 Jones Day

		 	 222 East 41st Street

		 	 New York, New York 10017

		 	 Fax No.:
	  	(212) 755-7306
		 	 Attention:
	  	Robert A. Profusek, Esq.
		 		  	Andrew M. Levine, Esq.
		
		 	If to any Harbinger Party, to such party at:
		
		 	 c/o Harbinger Capital partners

		 	 450 Park Avenue, 31st Floor

		 	 New York, New York 10022

		 	 Fax No.:
	  	(212) 658-9311
		 	 Attention:
	  	Robin Roger, General Counsel
		
		 	 With a copy to:

		
		 	 Paul, Weiss, Rifkind, Wharton & Garrison LLP

		 	 1285 Avenue of the Americas

		 	 New York, New York 10019-6064

		 	 Fax No.:
	  	(212) 757-3990
		 	 Attention:
	  	Jeffrey D. Marell, Esq.
		 		  	Mark A. Underberg, Esq.

 6. Entire
Agreement; No Third-party Beneficiaries. This Letter Agreement (together with the Merger Agreement and the Harbinger Support Agreement to the extent referred to herein) constitutes the entire agreement among the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. This Letter Agreement shall be binding upon and inure solely to the benefit
of each party. Except as set forth in the immediately preceding sentence, nothing in this Letter Agreement, express or implied, is intended to or shall confer upon any Person not a party to this Letter Agreement any rights, benefits or remedies
hereunder. 
 7. Equitable Relief. The parties agree that irreparable damage would occur and that the parties would not
have any adequate remedy at Law in the event that any of the provisions of this Letter Agreement were not performed in accordance with their specific terms or were otherwise breached by any party. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches and/or threatened breaches of this Letter Agreement and to enforce specifically the terms and provisions of this Letter Agreement in any federal court located in the State of Delaware or
in Delaware state court, this being in addition to any other remedy to which they are entitled to at Law or in equity. 
  

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 8. Governing Law. This Letter Agreement and any claim, controversy or dispute arising
under or related thereto, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties, whether arising in Law or in equity, in contract, tort or otherwise, shall be governed by, and construed
and interpreted in accordance with, the Laws of the State of Delaware, without regard to its rules regarding conflicts of Law to the extent that the application of the Laws of another jurisdiction would be required thereby. 
 9. Assignment. Neither this Letter Agreement nor any of the rights, interests or obligations under this Letter Agreement shall be
assigned, in whole or in part, by operation of Law or otherwise by any of the parties hereto without the prior written consent of the other parties; provided, however, that each Harbinger Party may assign its rights, interests and
obligations hereunder, without the prior written consent of the Company, to its respective Affiliates but only to the extent that such Harbinger Party remains liable (along with such Affiliate) for all of its obligations and liabilities hereunder.
Any assignment in violation of the preceding sentence shall be void. Subject to the preceding two sentences, this Letter Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and
assigns. 
 10. Consent to Jurisdiction. Each of the parties hereby irrevocably agrees that any legal action or
proceeding with respect to this Letter Agreement, or for recognition and enforcement of any judgment in respect of this Letter Agreement and obligations arising hereunder brought by any other party hereto or its successors or assigns, shall be
brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or
federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of
the aforesaid courts and agrees that it shall not bring any action relating to this Letter Agreement in any court other than the aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a
defense, counterclaim or otherwise, in any action or proceeding with respect to this Letter Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve
in accordance with this Section 10, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an
inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Letter Agreement or the subject mater hereof, may not be enforced in or by such courts. 
  

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 11. Severability. If any term or other provision of this Letter Agreement is held to
be invalid, illegal or incapable of being enforced by any rule of Law or public policy by a court of competent jurisdiction, all other conditions and provisions of this Letter Agreement shall nevertheless remain in full force and effect, insofar as
the foregoing can be accomplished without materially affecting the economic benefits anticipated by the parties to this Letter Agreement. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,
the parties shall negotiate in good faith to modify this Letter Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the
transactions contemplated by this Letter Agreement are fulfilled to the extent possible. 
 12. Waiver and Amendment;
Remedies Cumulative. Subject to applicable Law, (a) any provision of this Letter Agreement or compliance with any of the agreements or conditions contained in this Letter Agreement may be waived or (b) the time for the performance of
any of the obligations or other acts of the parties here may be extended at any time prior to the consummation of the Mergers. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in
writing signed on behalf of the party against whom waiver is sought; provided, that any extension or waiver given in compliance with this Section 12 or failure to insist on strict compliance with an obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any of the provisions of this Letter Agreement may be amended at any time by the mutual written agreement of the parties. No failure or delay
on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or of any other right. All rights and remedies existing under this Letter Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 13. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, THE ACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. 
 14. Counterparts. This Letter Agreement may be executed in two or more
counterparts, each of which when executed shall be deemed to be an original, and all of which together shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties. For purposes of

  

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this Letter Agreement, facsimile signatures or signatures by other electronic form of transfer shall be deemed originals, and the parties agree to exchange original signatures as promptly as
possible. 
 SIGNATURE PAGE FOLLOWS 
  

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	Very truly yours,
	
	 HARBINGER CAPITAL PARTNERS
     MASTER FUND I, LTD.

		
	By:	 	Harbinger Capital Partners LLC,
		 	its investment manager
			
	By:	 	 	 	/s/ Robin Roger
		 	Name:	 	Robin Roger
		 	Title:	 	General Counsel
	
	 HARBINGER CAPITAL PARTNERS
     SPECIAL SITUATIONS FUND, L.P.

		
	By:	 	Harbinger Capital Partners Special
		 	Situations GP, LLC, its general partner
			
	By:	 	 	 	/s/ Robin Roger
		 	Name:	 	Robin Roger
		 	Title:	 	General Counsel
	
	 GLOBAL OPPORTUNITIES
     BREAKAWAY LTD.

		
	By:	 	Harbinger Capital Partners II LP,
		 	its investment manager
			
	By:	 	 	 	/s/ Robin Roger
		 	Name:	 	Robin Roger
		 	Title:	 	General Counsel


  

					
	Acknowledged and Agreed to on this 1st day of March, 2010:
	
	SPECTRUM BRANDS, INC.
			
	By:	 	 	 	/s/ Kent J. Hussey
		 	Name:	 	Kent J. Hussey
		 	Title:	 	CEO

 [Signature Page to Harbinger Letter
Agreement]