EXHIBIT H
to
SCHEDULE 13D
Harbinger Capital Partners Master Fund I, Ltd.
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July 13, 2008
Spectrum Brands, Inc.
Six Concourse Parkway, Suite ▇▇▇▇
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Ladies and Gentlemen:
Reference is hereby made to that certain Purchase Agreement, dated as
of May 20, 2008 (as amended or modified from time to time in accordance with
its terms, the "Purchase Agreement"), by and among Spectrum Brands, Inc., a
Wisconsin corporation ("Spectrum"), Salton, Inc., a Delaware corporation
("Salton"), and Applica Pet Products LLC, a Delaware limited liability company
("Pet LLC" and, together with Salton, the "Purchaser"). Capitalized terms used
herein but not defined herein shall have the meanings ascribed to them in the
Purchase Agreement.
Reference is also hereby made to that certain Termination Agreement,
by and among Purchaser and Spectrum, dated as of July 13, 2008.
Spectrum hereby acknowledges and agrees that (i) the "Standstill
Period" (as defined in the Confidentiality Agreement, as amended) is hereby
terminated effective immediately and of no further force or effect, and (ii)
the Limited Guarantees delivered by Harbinger pursuant to the Purchase
Agreement are hereby terminated and of no further force or effect.
This letter agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. This letter
agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more such counterparts have been signed by each of the parties and delivered to
the other parties. Delivery of an executed counterpart of a signature page of
this letter agreement by facsimile or other electronic imaging means shall be
effective as delivery of a manually executed counterpart of this letter
agreement.
This letter agreement shall be governed by, and construed in
accordance with, the Laws of the State of New York, regardless of the Laws that
might otherwise govern under applicable principles of conflicts of Laws
thereof.
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HARBINGER CAPITAL PARTNERS MASTER
FUND I, LTD.
By: Harbinger Capital Partners Offshore Manager,
L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Executive Vice President
HARBINGER CAPITAL PARTNERS SPECIAL
SITUATIONS FUND, L.P.
By: Harbinger Capital Partners Special Situations
GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Executive Vice President
SPECTRUM BRANDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Executive Officer