Ero Marketing Inc Sample Contracts

Ero Marketing Inc – UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2007 (November 3rd, 1997)

1 LETTER OF TRANSMITTAL TO TENDER UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2007 OF HEDSTROM CORPORATION PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED NOVEMBER 4, 1997 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 4, 1997 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: IBJ SCHRODER BANK & TRUST COMPANY By Mail: By Facsimile Transmission: By Hand/Overnight Delivery: IBJ Schroder Bank & Trust (212) 858-2611 IBJ Schroder Bank & Trust Company Compa

Ero Marketing Inc – NOTICE OF GUARANTEED DELIVERY (November 3rd, 1997)

1 NOTICE OF GUARANTEED DELIVERY TO TENDER UNREGISTERED 12% SENIOR DISCOUNT NOTES DUE 2009 (INCLUDING THOSE IN BOOK-ENTRY FORM) OF HEDSTROM HOLDINGS, INC. PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED NOVEMBER 4, 1997 As set forth in the Prospectus (as defined below), this form or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined in the Prospectus) if certificates for unregistered 12% Senior Discount Notes due 2009 (the "Old Notes") of Hedstrom Corporation are not immediately available or time will not permit a holder's Old Notes or other required documents to reach the Exchange Agent (as defined below) on or prior to the Expiration Date (as defined below), or the procedure for book-entry transfer cannot be completed on a timely basis. This form may

Ero Marketing Inc – UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2007 (November 3rd, 1997)

1 NOTICE OF GUARANTEED DELIVERY TO TENDER UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2007 (INCLUDING THOSE IN BOOK-ENTRY FORM) OF HEDSTROM CORPORATION PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED NOVEMBER 4, 1997 As set forth in the Prospectus (as defined below), this form or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined in the Prospectus) if certificates for unregistered 10% Senior Subordinated Notes due 2007 (the "Old Notes") of Hedstrom Corporation are not immediately available or time will not permit a holder's Old Notes or other required documents to reach the Exchange Agent (as defined below) on or prior to the Expiration Date (as defined below), or the procedure for book-entry transfer cannot be completed on a timely basis. This form

Ero Marketing Inc – UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2007 (October 23rd, 1997)

1 LETTER OF TRANSMITTAL TO TENDER UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2007 OF HEDSTROM CORPORATION PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED OCTOBER , 1997 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER , 1997 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: IBJ SCHRODER BANK & TRUST COMPANY By Mail: By Facsimile Transmission: By Hand/Overnight Delivery: IBJ Schroder Bank & Trust (212) 858-2611 IBJ Schroder Bank & Trust Company Company P.O.

Ero Marketing Inc – UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2007 (October 23rd, 1997)

1 NOTICE OF GUARANTEED DELIVERY TO TENDER UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2007 (INCLUDING THOSE IN BOOK-ENTRY FORM) OF HEDSTROM CORPORATION PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED OCTOBER , 1997 As set forth in the Prospectus (as defined below), this form or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined in the Prospectus) if certificates for unregistered 10% Senior Subordinated Notes due 2007 (the "Old Notes") of Hedstrom Corporation are not immediately available or time will not permit a holder's Old Notes or other required documents to reach the Exchange Agent (as defined below) on or prior to the Expiration Date (as defined below), or the procedure for book-entry transfer cannot be completed on a timely basis. This form may be d

Ero Marketing Inc – NOTICE OF GUARANTEED DELIVERY (October 23rd, 1997)

1 NOTICE OF GUARANTEED DELIVERY TO TENDER UNREGISTERED 12% SENIOR DISCOUNT NOTES DUE 2009 (INCLUDING THOSE IN BOOK-ENTRY FORM) OF HEDSTROM HOLDINGS, INC. PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED OCTOBER , 1997 As set forth in the Prospectus (as defined below), this form or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined in the Prospectus) if certificates for unregistered 12% Senior Discount Notes due 2009 (the "Old Notes") of Hedstrom Corporation are not immediately available or time will not permit a holder's Old Notes or other required documents to reach the Exchange Agent (as defined below) on or prior to the Expiration Date (as defined below), or the procedure for book-entry transfer cannot be completed on a timely basis. This form may be delive

Ero Marketing Inc – LICENSE AGREEMENT (October 23rd, 1997)

1 EXHIBIT 10.30 LICENSE AGREEMENT Date: December 13, 1996 Re: DISNEY'S GEORGE OF THE JUNGLE This License agreement ("Agreement") is entered into by and between Disney Enterprises, Inc. ("Disney"), with a principal place of business at 500 South Buena Vista Street, Burbank, California 91521, and IMPACT, INC. ("Licensee"), with its principal place of business at 1515 N. Federal Highway, Suite 208, Boca Raton, Florida 33432. Disney and Licensee agree as follows: 1. MEANING OF TERMS A. "LICENSED MATERIAL" means the graphic representations of the following: DISNEY'S GEORGE OF THE JUNGLE characters, but only such characters and depictions of such characters as may be designated by Disney; and designated still scenes from the motion pictu

Ero Marketing Inc – UNDER THE TRUST INDENTURE ACT OF 1939 OF A (September 30th, 1997)

1 EXHIBIT 25.1 --------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 -------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)__ -------- IBJ SCHRODER BANK & TRUST COMPANY (Exact name of trustee as specified in its charter) New York 13-5375195 (Jurisdiction of incorporation (I.R.

Ero Marketing Inc – UNDER THE TRUST INDENTURE ACT OF 1939 OF (September 30th, 1997)

1 EXHIBIT 25.2 FORM T-1 ======================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) ------------ ------------------ UNITED STATES TRUST COMPANY OF NEW YORK (Exact name of trustee as specified in its charter)

Ero Marketing Inc – MASTER GUARANTEE AND COLLATERAL AGREEMENT (July 30th, 1997)

1 EXHIBIT 10.6 MASTER GUARANTEE AND COLLATERAL AGREEMENT MASTER GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 12, 1997, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Grantors"), in favor of CREDIT SUISSE FIRST BOSTON, as Administrative Agent (in such capacity, the "Administrative Agent") for the banks and other financial institutions or entities (the "Lenders") from time to time parties to the Credit Agreement, dated as of June 12, 1997 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among HEDSTROM CORPORATION (the "Borrower"), the Lenders and the Administrative Agent. W I T N E S S E T H: WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the

Ero Marketing Inc – INDENTURE (July 30th, 1997)

1 EXHIBIT 4.1 ================================================================================ HEDSTROM CORPORATION 10% Senior Subordinated Notes Due 2007 INDENTURE Dated as of June 1, 1997 IBJ SCHRODER BANK & TRUST COMPANY, as Trustee ================================================================================ 2 CROSS REFERENCE TABLE TIA Indenture SECTION Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 7.10

Ero Marketing Inc – PLAN OF MERGER (July 30th, 1997)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AMONG HEDSTROM CORPORATION, HC ACQUISITION CORP. AND ERO, INC. dated as of April 10, 1997 2 TABLE OF CONTENTS Page ---- ARTICLE I THE OFFER 1.1 The Offer . . . . .

Ero Marketing Inc – RESTATED CERTIFICATE OF INCORPORATION (July 30th, 1997)

1 EXHIBIT 3.2 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF HEDSTROM HOLDINGS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Hedstrom Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows: 1. The name of the corporation is HEDSTROM HOLDINGS, INC. 2. The FOURTH Article of the Corporation's Restated Certificate of Incorporation is hereby amended to read in its entirety as follows: FOURTH: The total number of shares of all classes of capital stock which the Corporation s

Ero Marketing Inc – CERTIFICATE OF INCORPORATION (July 30th, 1997)

1 EXHIBIT 3.7 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ERO, INC. (A Delaware Corporation) FIRST: The name of the Corporation is ERO, INC. SECOND: The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company. THIRD: The purpose for which the Corporation is organized is to engage in any and all lawful acts and activity for which corporations may be organized under the General Corporation Law of Delaware. The Corporation will have perpetual existence. FOURTH: The total number of shares of capital stock wh

Ero Marketing Inc – MANUFACTURING AGREEMENT (July 30th, 1997)

1 EXHIBIT 10.25 MANUFACTURING AGREEMENT Agreement made this 21st day of July, 1987, by and between Euro-Matic Ltd., a company organized under the laws of the United Kingdom and having its offices and principal place of business located at Sinclair House, The Avenue, Ealing, London W13 BNT, England (hereinafter referred to as "Euro-Matic") and Hedstrom Corporation, an Illinois corporation, having its offices and principal place of business located at Sunnyside Road, P.O. Box 432, Bedford, Pennsylvania (hereinafter referred to as "Hedstrom"). Euro-Matic desires to engage Hedstrom, and Hedstrom agrees to be engaged by Euro-Matic, to manufacture, using machinery and tooling supplied to Hedstrom by Euro-Matic, playpen balls pursuant to Euro-Matic's specifications described on Exhibit A, attached hereto and made a part of this Agreement, (hereinafter referred to as "Products

Ero Marketing Inc – CREDIT AGREEMENT (July 30th, 1997)

1 EXHIBIT 10.1 ================================================================================ HEDSTROM HOLDINGS, INC. HEDSTROM CORPORATION ------------------------- $180,000,000 CREDIT AGREEMENT dated as of June 12, 1997 ------------------------- CREDIT SUISSE FIRST BOSTON, as Administrative Agent, SOCIETE GENERALE, as Documentation Agent, and UBS SECURITIES LLC, as Syndication Agent ================================================================================ 2

Ero Marketing Inc – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION (July 30th, 1997)

1 EXHIBIT 3.21 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ERO NY ACQUISITION, INC. It is hereby certified that: 1. The name of the Corporation (hereinafter called the "Corporation") is ERO NY Acquisition, Inc. 2. The certificate of incorporation of the Corporation is hereby amended by striking out Article One thereof and substituting in lieu of said Article the following new Article: The name of the Corporation is: Amav Industries, Inc. 3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation law of the State of Delaware. 4. The effective time of the amendment herein certifie

Ero Marketing Inc – SUBORDINATED NOTE (July 30th, 1997)

1 EXHIBIT 10.14 THE SECURITY OR SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT, OR SUCH STATE LAW, OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THEN ONLY IN ACCORDANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH HEREIN. HEDSTROM HOLDINGS, INC. SUBORDINATED NOTE New York, New York $1,370,775.00 October 27, 1995 HEDSTROM HOLDINGS, INC., a Delaware corporation (the "Company"), for value received, hereby promises to pay to ARNOLD E. DITRI (the "Holder"), the principal amount

Ero Marketing Inc – MORTGAGE OF SHARES (July 30th, 1997)

1 EXHIBIT 10.11 MORTGAGE OF SHARES Dated 12th June, 1997 BETWEEN AMAV INDUSTRIES, INC. as Chargor - and - CREDIT SUISSE FIRST BOSTON as Administrative Agent ALLEN & OVERY London 2 INDEX CLAUSE PAGE 1. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Covenant To Pay . . . . . . . . . . . . . . . . . . . . . . . . 5 3. Secured Liabilities . . . . . . . . . . . . . . . . . . . . . . 6 4.

Ero Marketing Inc – RESTATED CERTIFICATE OF INCORPORATION (July 30th, 1997)

1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF HEDSTROM HOLDINGS, INC. Hedstrom Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The name of the Corporation is Hedstrom Holdings, Inc. The Corporation was originally incorporated under the same name, and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 27, 1990. 2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation. 3. The text of the Restated

Ero Marketing Inc – CERTIFICATE OF INCORPORATION (July 30th, 1997)

1 EXHIBIT 3.4 CERTIFICATE OF INCORPORATION OF NEW HEDSTROM CORP. - A Delaware Corporation - FIRST: Name. The name of the Corporation is New Hedstrom Corp. SECOND: Registered Office and Registered Agent. The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805. The name of its registered agent at such address is Corporation Service Company, New Castle County. THIRD: Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. The Corporation shall possess and may exercise all the powers and privileges granted by the General Corporation Law of the State of Delaware or by any other law or th

Ero Marketing Inc – CERTIFICATE OF INCORPORATION (July 30th, 1997)

1 EXHIBIT 3.14 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PRISS PRINTS ACQUISITION CORP. Priss Prints Acquisition Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify: FIRST: The Corporation has not received any payment for any of its stock. SECOND: The amendment to the Corporation's Certificate of Incorporation set forth in the following resolution was approved by a majority of the Corporation's Board of Directors and was duly adopted in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware: "RESOLVED, that the Certi

Ero Marketing Inc – CERTIFICATE OF INCORPORATION (July 30th, 1997)

1 EXHIBIT 3.18 CERTIFICATE OF INCORPORATION OF ERO CANADA, INC. The undersigned, a natural person, for the purposes of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the "Delaware General Corporation Law"), hereby certifies that: FIRST: The name of the corporation (hereinafter called the "Corporation") is: ERO Canada, Inc. SECOND: The address, including street, number, city and county of the registered office of the Corporation in the State of Delaware is 32 Loockerman Squar

Ero Marketing Inc – INDENTURE (July 30th, 1997)

1 EXHIBIT 4.4 ================================================================================ HEDSTROM HOLDINGS, INC. 12% Senior Discount Notes Due 2009 INDENTURE Dated as of June 1, 1997 UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee ================================================================================ 2 CROSS REFERENCE TABLE TIA Indenture SECTION Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 7.10

Ero Marketing Inc – AMENDMENT AND WAIVER (July 30th, 1997)

1 EXHIBIT 10.19 AMENDMENT AND WAIVER THIS AMENDMENT AND WAIVER is entered into as of June 12, 1997 by and between Hedstrom Holdings, Inc. (the "Company") and Alan Plotkin (in his capacity as the Holder Representative under the Notes (as hereinafter defined), the "Holder Representative"). WHEREAS, the Company desires to amend certain provisions and to obtain waivers with respect to certain other provisions of the Company's Promissory Notes (Series B), dated as of October 27, 1995, (the "Notes"); WHEREAS, the terms of the Notes permit the Company and the Holder Representative to enter into an amendment or supplement to the Notes with the consent of a majority in aggregate principal amount of the Notes at the time outstanding; WHEREAS, Arnold E. Ditri is the holder of a majority in aggregate principal amount of the Notes as of the date hereof (the "Majorit

Ero Marketing Inc – NET LEASE AGREEMENT (July 30th, 1997)

1 EXHIBIT 10.29 NET LEASE AGREEMENT OPUS NORTH CORPORATION - LANDLORD ERO INDUSTRIES, INC. - TENANT DATED: MAY 26, 1992 2 TABLE OF CONTENTS Page ARTICLE I TERM OF LEASE Section 1.1 Term of Lease . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE II CONSTRUCTION OF IMPROVEMENTS Section 2.1 Landlord's Improvements . . . . . . . . . . . . . . . . . . 1 Section 2.2 Force Majeure . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.3 Possession of Demised Premises. . . . . . . . . . . . . . . 4 Section 2.4 Construction Guaranty . . . .

Ero Marketing Inc – CERTIFICATE OF INCORPORATION (July 30th, 1997)

1 EXHIBIT 3.16 CERTIFICATE OF INCORPORATION OF IMPACT, INC. The undersigned, a natural person, for the purposes of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the "Delaware General Corporation Law"), hereby certifies that: FIRST: The name of the corporation (hereinafter called the "Corporation") is: IMPACT, INC. SECOND: The address, including street, number, city and county of the registered office of the Corporation in the State of Delaware is 32 Loockerman Square

Ero Marketing Inc – Deed and Security Agreement (July 30th, 1997)

1 EXHIBIT 10.9 Georgia THIS INSTRUMENT IS TO BE RECORDED IN THE DEED RECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS. THE NAMES OF THE DEBTOR AND THE SECURED PARTY, THE MAILING ADDRESS OF THE SECURED PARTY FROM WHICH INFORMATION CONCERNING THE SECURITY INTEREST MAY BE OBTAINED, THE MAILING ADDRESS OF THE DEBTOR AND A STATEMENT INDICATING THE TYPES, OR DESCRIBING THE ITEMS, OF COLLATERAL, ARE AS DESCRIBED IN SECTION 23 HEREOF, IN COMPLIANCE WITH THE REQUIREMENTS OF ARTICLE 9, SECTION 11-9-402 OF THE OFFICIAL CODE OF GEORGIA, ANNOTATED (MICHIE, 1982). Deed and Security Agreement from ERO INDUSTRIES, INC., Grantor to CREDIT SUISSE FIRST BOSTON, Grantee

Ero Marketing Inc – CERTIFICATE OF INCORPORATION (July 30th, 1997)

1 EXHIBIT 3.9 CERTIFICATE OF INCORPORATION OF ERO INDUSTRIES, INC. ARTICLE ONE The name of the corporation is ERO Industries, Inc. ARTICLE TWO The address of the corporation's registered office in the State of Delaware is 229 South State Street, in the City of Dover, County of Kent 19901. The name of the corporation's registered agent at such address is The Prentice- Hall Corporation Systems, Inc. ARTICLE THREE The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE FOUR The total number of shar

Ero Marketing Inc – STOCKHOLDERS AGREEMENT (July 30th, 1997)

1 EXHIBIT 10.12 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "Stockholders Agreement") dated as of October 27, 1995, is entered into by and among Hedstrom Holdings, Inc., a Delaware corporation (the "Company"), and the securityholders listed on the signature pages hereof (the "Holders"). In consideration of the premises, mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS SECTION 1.1 Definitions. "ACCREDITED INVESTOR" means an "Accredited Investor," as defined in Regulation D, or any successor rule then in effect. "ACCREDITED OFFEREE" shall have the meaning provided in Section 4.1 hereof.

Ero Marketing Inc – $110,000,000 10% SENIOR SUBORDINATED NOTES DUE 2007 (July 30th, 1997)

1 EXHIBIT 4.7 HEDSTROM CORPORATION $110,000,000 10% SENIOR SUBORDINATED NOTES DUE 2007 HEDSTROM HOLDINGS, INC. $44,612,000 REPRESENTING 44,612 UNITS CONSISTING OF 12% SENIOR DISCOUNT NOTES DUE 2009 AND 2,705,896 SHARES OF COMMON STOCK PURCHASE AGREEMENT June 9, 1997 CREDIT SUISSE FIRST BOSTON CORPORATION SOCIETE GENERALE SECURITIES CORPORATION UBS SECURITIES LLC c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, N.Y. 10010 Dear Sirs: 1. Introductory. Hedstrom Corporation, a Delaware corporation ("Hedstrom"), and Hedstrom Holdings, Inc., a Delaware corporation ("Hol

Ero Marketing Inc – MORTGAGE OF SHARES (July 30th, 1997)

1 EXHIBIT 10.10 MORTGAGE OF SHARES Dated 12th June, 1997 BETWEEN HEDSTROM CORPORATION as Chargor - and - CREDIT SUISSE FIRST BOSTON as Administrative Agent ALLEN & OVERY London 2 INDEX CLAUSE PAGE 1. Interpretation . . . . . . . . . . . . . . . . . . . . . . 1 2. Covenant To Pay . . . . . . . . . . . . . . . . . . . . . 5 3. Secured Liabilities . . . . . . . . . . . . . . . . . . . 5 4. Charges On Shares . . .

Ero Marketing Inc – EMPLOYMENT AGREEMENT (July 30th, 1997)

1 EXHIBIT 10.21 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (hereinafter the "Agreement") dated October 27,1995 by and between HEDSTROM CORPORATION, a Delaware corporation (the Corporation"), and ALASTAIR H. McKELVIE (the "Executive"). WHEREAS, the Executive has heretofore served as an executive officer of the Corporation and its subsidiaries; WHEREAS, all of the issued and outstanding stock of the Corporation is owned by Hedstrom Holdings, Inc., a Delaware corporation ("HHI"); WHEREAS, pursuant to the Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of October 27, 1995, among HHI, the Executive, the other Existing Stockholders (as defined therein) and the Purchasers named therein, the Purchasers have acquired control of HHI; WHEREAS, it is a condition to the consummati

Ero Marketing Inc – MANUFACTURING AND ROYALTY AGREEMENT (July 30th, 1997)

1 [HEDSTROM LETTERHEAD] EXHIBIT 10.26 MANUFACTURING AND ROYALTY AGREEMENT Agreement made this 13th day of April 1994, by and between Euro-Matic Ltd., a company organized under the laws of the United Kingdom and having its offices and principal place of business located at Sinclair House, The Avenue, Faling, London W13 8NT, England (hereinafter referred to as "Euro-Matic") and Hedstrom Corporation, a Delaware Corporation, having its offices and place of business at 710 Orange Street, Ashland, Ohio, U.S.A. (hereinafter referred to as "Hedstrom"). Hedstrom currently manufactures Euro-Matic playpen balls for Euro-Matic per terms and conditions as set forth in "Manufacturing Agreement" dated 21 July 1987. PLAYPEN BALLS are manufactured using molds designed by Euro-Matic in LDPE and also the EURO-PLUS LDPE/LLDPE technology patented in th

Ero Marketing Inc – REGISTRATION RIGHTS AGREEMENT (July 30th, 1997)

1 EXHIBIT 4.8 HEDSTROM CORPORATION $110,000,000 10% SENIOR SUBORDINATED NOTES DUE 2007 HEDSTROM HOLDINGS, INC. $44,612,000 12% SENIOR DISCOUNT NOTES DUE 2009 REGISTRATION RIGHTS AGREEMENT June 9, 1997 Credit Suisse First Boston Corporation Societe Generale Securities Corporation UBS Securities LLC c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010 Dear Sirs: Hedstrom Corporation, a Delaware corporation ("Hedstrom"), and Hedstrom Holdings, Inc., a Delaware corporation ("Holdings" and, together with Hedstrom, the "Issuers"), propose to issue and sell to Credit Suisse First Boston Corporation, Societe Generale Securities Corporation and UBS Securities (the "Initial Purchase