EXECUTION COPY] PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of March 30, 1998, by EVENFLO & SPALDING HOLDINGS CORPORATION, a Delaware corporation ("Holdings"), SPALDING & EVENFLO COMPANIES, INC., a Delaware corporation (the "Borrower"), the...Pledge Agreement • April 13th, 1998 • Evenflo & Spalding Holdings Corp • Wholesale-misc durable goods • New York
ARTICLE I DEFINITIONSCredit Agreement • December 29th, 1998 • Spalding Holdings Corp • Wholesale-misc durable goods • New York
Issuer andIndenture • October 21st, 1996 • E&s Holdings Corp • New York
ARTICLE I DEFINITIONSNon-Qualified Stock Option Agreement • September 2nd, 1999 • Spalding Holdings Corp • Wholesale-misc durable goods • Delaware
W I T N E S S E T H:Credit Agreement • December 29th, 1998 • Spalding Holdings Corp • Wholesale-misc durable goods • New York
1 Exhibit 10.21 STOCKHOLDER'S AGREEMENT This Stockholder's Agreement (this "Agreement") is entered into as of March 8, 2000 (the "Execution Date") between SPALDING HOLDINGS CORPORATION, a Delaware corporation (the "Company"), and EDWIN L. ARTZT,...Stockholder's Agreement • May 16th, 2000 • Spalding Holdings Corp • Wholesale-misc durable goods • Delaware
EXECUTION COPY] SECURITY AGREEMENT SECURITY AGREEMENT, dated as of March 31, 1998, among EVENFLO & SPALDING HOLDINGS CORPORATION, a Delaware corporation (the "Borrower"), the undersigned Subsidiaries of the Borrower (each a "Subsidiary Grantor" and...Security Agreement • April 13th, 1998 • Evenflo & Spalding Holdings Corp • Wholesale-misc durable goods • New York
GUARANTYGuaranty • October 21st, 1996 • E&s Holdings Corp • New York
EXHIBIT 4.4 Registration Rights Agreement Dated as of September 30, 1996Registration Rights Agreement • October 21st, 1996 • E&s Holdings Corp • New York
IntroductionLoan Agreement • May 15th, 1998 • Evenflo & Spalding Holdings Corp • Wholesale-misc durable goods • Massachusetts
amongCredit Agreement • October 21st, 1996 • E&s Holdings Corp • New York
AS PURCHASER 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 7th, 1997 • Evenflo & Spalding Holdings Corp • Wholesale-misc durable goods • Ohio
1 EXHIBIT 10.14 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 19th, 1997 • Evenflo & Spalding Holdings Corp • Wholesale-misc durable goods • New York
2- 3 shall reasonably request to the representatives, officers and employees of E&S and its affiliates who are involved in the provision of Services hereunder. Upon termination of the provision of any or all Services by E&S under this Agreement all...Transition Services Agreement • December 29th, 1998 • Spalding Holdings Corp • Wholesale-misc durable goods • New York
1 EXHIBIT 10.11 INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALS THIS INDEMNITY AGREEMENT (this "Agreement"), is made as of this _____ day of February, 1998, by SPALDING & EVENFLO COMPANIES, INC. ("Borrower") for the benefit of GOVERNMENT LAND BANK...Indemnity Agreement • May 15th, 1998 • Evenflo & Spalding Holdings Corp • Wholesale-misc durable goods
RECITALSRegistration Rights Agreement • October 21st, 1996 • E&s Holdings Corp • New York
EXHIBIT 10.3 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of September 30, 1996, by E&S HOLDINGS CORPORATION, a Delaware corporation (the "Borrower"), in favor of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ("BofA"), as administrative agent...Pledge Agreement • October 21st, 1996 • E&s Holdings Corp • New York
ARTICLE I DEFINITIONSEmployee Matters Agreement • December 29th, 1998 • Spalding Holdings Corp • Wholesale-misc durable goods • New York
ARTICLE I DEFINITIONSCredit Agreement • December 29th, 1998 • Spalding Holdings Corp • Wholesale-misc durable goods • New York
RECITALSManagement Stockholder's Agreement • September 2nd, 1999 • Spalding Holdings Corp • Wholesale-misc durable goods • New York
AGREEMENTExecutive Employment Agreement • January 9th, 1997 • E&s Holdings Corp • Wholesale-misc durable goods • Florida
WITNESSETH:Tax Allocation and Indemnification Agreement • December 29th, 1998 • Spalding Holdings Corp • Wholesale-misc durable goods • New York
1 Exhibit 10.24 SALE PARTICIPATION AGREEMENT June 21, 2000 Mr. G. Wade Lewis Domaine de la Valette St. John, Jersey JE34AA Channel Islands Dear Wade: You have entered into a Restricted Stock Award Agreement, dated as of June 21, 2000 (the "Restricted...Sale Participation Agreement • August 2nd, 2000 • Spalding Holdings Corp • Wholesale-misc durable goods • New York
GUARANTYGuaranty • April 13th, 1998 • Evenflo & Spalding Holdings Corp • Wholesale-misc durable goods • New York
EXHIBIT 2.1 RECAPITALIZATION AND STOCK PURCHASE AGREEMENT dated as of August 15, 1996Recapitalization and Stock Purchase Agreement • October 21st, 1996 • E&s Holdings Corp • New York
FORM: NBAP U.S./Int'l/Non-Apparel NPR LICENSEE: SPALDING SPORTS RETAIL PRODUCT LICENSE AGREEMENT WORLDWIDE, a division of Spalding & Evenflo Companies, Inc. ADDRESS: 425 Meadow Street Chicopee, MA 01021-0901 THIS RETAIL PRODUCT LICENSE AGREEMENT is...Retail Product License Agreement • February 14th, 1997 • Evenflo & Spalding Holdings Corp • Wholesale-misc durable goods • New York
EXHIBIT 4.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,...Security Agreement • October 21st, 1996 • E&s Holdings Corp • New York
EXECUTED COPY RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT (the "Agreement"), is made, effective as of February 14, 1999, (the "Grant Date") between SPALDING HOLDINGS CORPORATION, a Delaware corporation (hereinafter called the "Company"), and James...Restricted Stock Award Agreement • May 14th, 1999 • Spalding Holdings Corp • Wholesale-misc durable goods • Delaware
Exhibit 10.5 [LOGO] NBA PROPERTIES, INC. Spalding & Evenflo Companies, Inc. 425 Meadow Street Chicopee, MA 01021 Ladies and Gentlemen: This letter will confirm our agreement with respect to international basketball league adoptions (i.e., payments to...International Basketball League Adoption Agreement • January 9th, 1997 • E&s Holdings Corp • Wholesale-misc durable goods • New York
1 Exhibit 10.23 RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT (the "Agreement"), is made, effective as of June 21, 2000 (the "Grant Date") between SPALDING HOLDINGS CORPORATION, a Delaware corporation (hereinafter called the "Company"), and G. WADE...Restricted Stock Award Agreement • August 2nd, 2000 • Spalding Holdings Corp • Wholesale-misc durable goods • Delaware
AGREEMENTConfidentiality Agreement • January 9th, 1997 • E&s Holdings Corp • Wholesale-misc durable goods • Florida
IntroductionGround Lease and Security Agreement • May 15th, 1998 • Evenflo & Spalding Holdings Corp • Wholesale-misc durable goods • Massachusetts
AGREEMENTExecutive Employment Agreement • January 9th, 1997 • E&s Holdings Corp • Wholesale-misc durable goods • Florida
SUBLEASESublease Agreement • May 15th, 1998 • Evenflo & Spalding Holdings Corp • Wholesale-misc durable goods • Massachusetts
amongLiquidity Facility • April 13th, 1998 • Evenflo & Spalding Holdings Corp • Wholesale-misc durable goods • New York
