HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. GLOBAL OPPORTUNITIES BREAKAWAY LTD.Letter Agreement • March 3rd, 2010 • Harbinger Capital Partners Master Fund I, Ltd. • Miscellaneous electrical machinery, equipment & supplies • Delaware
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.
JOINT FILING AGREEMENTJoint Filing Agreement • March 3rd, 2010 • Harbinger Capital Partners Master Fund I, Ltd. • Miscellaneous electrical machinery, equipment & supplies
