1 EXHIBIT (d)(vii) THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of April 13, 2000 is made and entered into by and between Jasdrew Acquisition Corp. and FREDERIC L. CONTINO (the "Executive"), residing at 12109 Grandview Terrace, Apple Valley,...Employment Agreement • April 21st, 2000 • Playcore Inc • Sporting & athletic goods, nec
EXECUTION COPY PLAYCORE, INC. PLAYCORE WISCONSIN, INC. AMENDED AND RESTATED CREDIT AGREEMENT Originally dated as of March 13, 1997 Amended and Restated as of February 16, 1999 FLEET NATIONAL BANK, AgentCredit Agreement • March 2nd, 1999 • Playcore Inc • Sporting & athletic goods, nec
ANDMerger Agreement • April 14th, 2000 • Playcore Inc • Sporting & athletic goods, nec • Delaware
CLOSINGStock Option Agreement • April 14th, 2000 • Playcore Inc • Sporting & athletic goods, nec • Delaware
SWING-N-SLIDE CORP. NEWCO, INC. $12,500,000 12% Senior Subordinated Notes due March 13, 2005 of Newco, Inc.Securities Purchase Agreement • March 21st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec • Massachusetts
AMONGStock Purchase Agreement • April 14th, 2000 • Playcore Inc • Sporting & athletic goods, nec • Delaware
LEASELease • March 31st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec • Wisconsin
1 LOAN AGREEMENT BETWEEN PLAYCORE, INC. ANDLoan Agreement • April 21st, 2000 • Playcore Inc • Sporting & athletic goods, nec • New York
amongCredit Agreement • April 21st, 2000 • Playcore Inc • Sporting & athletic goods, nec • New York
Conformed Copy LEASELease • March 31st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec • Wisconsin
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 2nd, 1999 • Playcore Inc • Sporting & athletic goods, nec • Delaware
April 13, 2000 PlayCore Wisconsin, Inc. Riverfront Centre 15 West Milwaukee Street Suite 204 Janesville, Wisconsin 53545 Attention: President Jasdrew Acquisition Corp. c/o Chartwell Investments II, L.L.C. 717 Fifth Avenue 23rd Floor New York, New York...Reimbursement Agreement • April 21st, 2000 • Playcore Inc • Sporting & athletic goods, nec
REVOLVING NOTERevolving Note • March 21st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec
AMENDMENT NO. 1 TO TRANSACTION AGREEMENT This Amendment No. 1 is entered into this 12th day of February, 1996 between GreenGrass Holdings, a Delaware general partnership ("Purchaser"), and Swing-N-Slide Corp., a Delaware corporation (the "Company")....Transaction Agreement • August 7th, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec
Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of January 5, 1998 is made and entered into by and between SWING-N- SLIDE CORP., a Delaware corporation (the "Company"), located at 1212 Barberry Drive, Janesville,...Employment Agreement • March 30th, 1998 • Swing N Slide Corp • Sporting & athletic goods, nec
PLAYCORE, INC. PLAYCORE WISCONSIN, INC. RESTATED CREDIT AGREEMENT Amendment No. 2 --------------- This Agreement, dated as of April 13, 2000 (this "Agreement"), is among PlayCore Wisconsin, Inc., a Wisconsin corporation, the Subsidiaries of PlayCore...Credit Agreement • May 15th, 2000 • Playcore Inc • Sporting & athletic goods, nec • Massachusetts
amongPurchase Agreement • April 21st, 2000 • Playcore Inc • Sporting & athletic goods, nec • New York
CONFORMED COPY MANAGEMENT CONSULTING AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of the 16th day of February, 1996, by and between Newco Inc., a Wisconsin corporation ("Newco"), and Swing-N-Slide Corp., a Delaware...Management Consulting Agreement • March 31st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec • Wisconsin
September 2, 1997Consulting Agreement • March 31st, 1998 • Swing N Slide Corp • Sporting & athletic goods, nec
November 10, 1997Resignation Agreement • March 31st, 1998 • Swing N Slide Corp • Sporting & athletic goods, nec • Wisconsin
SWING-N-SLIDE CORP. BRIDGE NOTEBridge Note • March 21st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec
FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the order of GreenGrass Holdings ("Payee"), without setoff or counterclaim, the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000), payable on December 31, 1997 or such earlier time as Maker shall have received the proceeds of the Right Shares and Payee shall have purchased the Remaining Rights Shares pursuant to Section 1.7 of that certain Investment Agreement dated even date herewith between Maker and Payee (the "Investment Agreement").
Exhibit 99 SUBSCRIPTION AGREEMENT Firstar Trust Company Corporate Trust Services Attention: Pamela Warner 1555 North RiverCenter Drive, Suite 301 Milwaukee, Wisconsin 53212 The undersigned ("Subscriber") hereby acknowledges receipt of the Prospectus...Subscription Agreement • March 31st, 1998 • Swing N Slide Corp • Sporting & athletic goods, nec
Firstar Trust Company Corporate Trust Services Attention: Pamela Warner 1555 North RiverCenter Drive, Suite 301 Milwaukee, Wisconsin 53212
AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 21st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec • Illinois
1 EXHIBIT (d)(xi) SEVERANCE, CHANGE OF CONTROL AND NONCOMPETITION AGREEMENT THIS SEVERANCE, CHANGE OF CONTROL AND NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into as of April 13, 2000, by and between Jasdrew Acquisition Corp....Severance, Change of Control and Noncompetition Agreement • April 21st, 2000 • Playcore Inc • Sporting & athletic goods, nec • Wisconsin
TERM LOAN A NOTETerm Loan Agreement • March 21st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec
This Note evidences borrowings under, and is entitled to the benefits of, and is subject to the provisions of, the Credit Agreement dated as of March 13, 1997, as from time to time in effect (the "Credit Agreement"), among the Borrower, certain of its Affiliates, the Lender and certain other parties. The principal of this Note is prepayable in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Terms defined in the Credit Agreement are used herein with the meanings so defined.
August 17, 1999 PRIVATE AND CONFIDENTIAL PlayCore, Inc. 15 West Milwaukee Street, Suite 204 Janesville, WI 53545 Attention: Mr. Terence S. Malone Chairman of the Board Dear Mr. Malone: This letter agreement (the "Agreement") confirms our understanding...Financial Advisory Agreement • April 21st, 2000 • Playcore Inc • Sporting & athletic goods, nec • Wisconsin
PLAYCORE LOGO] April 20, 2000 Dear Stockholders: On behalf of the Board of Directors of PlayCore, Inc. (the "Company"), I am pleased to inform you that on April 13, 2000 the Company entered into a definitive Agreement and Plan of Merger (the "Merger...Merger Agreement • April 21st, 2000 • Playcore Inc • Sporting & athletic goods, nec
BETWEENInvestment Agreement • March 21st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec • Delaware
1 EXECUTION COPY OPTION EXERCISE/CANCELLATION AGREEMENT THIS OPTION EXERCISE/CANCELLATION AGREEMENT (this "Agreement"), is dated as of April __, 2000, by and among PlayCore, Inc., a Delaware corporation (the "Company"), Jasdrew Acquisition Corp., a...Option Exercise/Cancellation Agreement • April 21st, 2000 • Playcore Inc • Sporting & athletic goods, nec • Delaware
September 6, 1996Acquisition Advisory Agreement • March 31st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec
RECITALSPurchase, Waiver and Consent Agreement • April 21st, 2000 • Playcore Inc • Sporting & athletic goods, nec • Delaware
Warrant Number 1Warrant Agreement • March 21st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT ("Agreement"), dated March 13, 1997, is between Swing-N-Slide Corp., a Delaware corporation (the "Company"), and GreenGrass Holdings, a Delaware general partnership ("Purchaser")....Registration Rights Agreement • March 21st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec • Delaware
SEVERANCE, CHANGE OF CONTROL AND NONCOMPETITION AGREEMENT THIS SEVERANCE, CHANGE OF CONTROL AND NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into as of the 21st day of May, 1997, by and between Newco, Inc., a Wisconsin corporation...Severance, Change of Control and Noncompetition Agreement • August 7th, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec • Wisconsin
TB-1 March 13, 1997 FOR VALUE RECEIVED, the undersigned Newco, Inc., a Wisconsin corporation (the "Borrower"), hereby promises to pay Fleet National Bank (the "Lender") or order, on the Term Loan B Maturity Date, the aggregate unpaid principal amount...Term Loan B Note • March 21st, 1997 • Swing N Slide Corp • Sporting & athletic goods, nec
This Note evidences borrowings under, and is entitled to the benefits of, and is subject to the provisions of, the Credit Agreement dated as of March 13, 1997, as from time to time in effect (the "Credit Agreement"), among the Borrower, certain of its Affiliates, the Lender and certain other parties. The principal of this Note is prepayable in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Terms defined in the Credit Agreement are used herein with the meanings so defined.
