1 VOTING AGREEMENT, dated as of July 30, 1997 (this "Agreement"), among SAFETY 1ST, INC., a Massachusetts Corporation (the "Company"), MICHAEL LERNER ("Lerner"), MICHAEL S. BERNSTEIN ("Bernstein", and together with Lerner, the "Stockholders"), BT...Voting Agreement • August 6th, 1997 • Safety 1st Inc • Plastics products, nec • Massachusetts
1 EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 8th, 2000 • Safety 1st Inc • Plastics products, nec • Massachusetts
2- 3 of the appointment of the investment banking firm, and the investment banking firm shall as soon as practicable thereafter make its own determination of the valuation amount. The final valuation amount for purposes hereof shall be the average of...Safety 1st Inc • August 6th, 1997 • Plastics products, nec • New York
ARTICLE ICredit Agreement • March 31st, 2000 • Safety 1st Inc • Plastics products, nec • New York
EXHIBIT 10.2Loan Agreement • December 11th, 1996 • Safety 1st Inc • Plastics products, nec • Massachusetts
1 DRAFT 7/29/97 CREDIT AGREEMENTCredit Agreement • August 6th, 1997 • Safety 1st Inc • Plastics products, nec • New York
FIRST AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • February 7th, 1997 • Safety 1st Inc • Plastics products, nec • New York
WITNESSETH:Loan Agreement • November 14th, 1996 • Safety 1st Inc • Plastics products, nec • Massachusetts
1 WARRANTSafety 1st Inc • August 6th, 1997 • Plastics products, nec • New York
1 EXHIBIT 10(ee) SHARE EXCHANGE AGREEMENT Agreement effective as of the 2nd day of April, 1998, by and among SAFETY 1ST, INC., a Massachusetts corporation, having a principal place of business at 210 Boylston Street, Chestnut Hill, MA 02167 (the...Share Exchange Agreement • April 3rd, 1998 • Safety 1st Inc • Plastics products, nec • New York
October 18, 1996 Fleet National Bank, as Agent One Federal Street Boston, Massachusetts 02110 Re: Loan Arrangement With Safety 1st, Inc. and Its Subsidiaries Ladies and Gentlemen: Fleet National Bank, The First National Bank of Boston and USTrust...Security Agreement • November 14th, 1996 • Safety 1st Inc • Plastics products, nec
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • March 31st, 2000 • Safety 1st Inc • Plastics products, nec • New York
W I T N E S E T H : - - - - - - - - - WHEREAS, the Borrowers, the Lenders, the Agent and the Issuing Bank are parties to the Credit Agreement, dated as of July 30, 1997 (as heretofore amended on October 29, 1997 and January 23, 1998 and as the same...Credit Agreement • April 3rd, 1998 • Safety 1st Inc • Plastics products, nec • New York
1 EXHIBIT 10(LL) SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT (this "Amendment"), to the Credit Agreement dated as of July 30, 1997, among SAFETY 1ST, INC., a Massachusetts corporation ("Safety"), SAFETY 1ST HOME PRODUCTS CANADA INC., a...Credit Agreement • March 31st, 1999 • Safety 1st Inc • Plastics products, nec • New York
EXHIBIT 10.1Forbearance Agreement • October 11th, 1996 • Safety 1st Inc • Plastics products, nec • Massachusetts
2- 3 to other Persons in the ordinary course of business and not materially interfering with the conduct of the business of Safety or any of its Subsidiaries and cash security deposits made pursuant to real estate or immovable property leases in...Credit Agreement • November 16th, 1998 • Safety 1st Inc • Plastics products, nec • New York
1 Exhibit 10(p) LEASE AGREEMENT LANDLORD: NEW BOSTON BATTERYMARCH LIMITED PARTNERSHIP TENANT: SAFETY 1ST, INC. PREMISES: 45 DAN ROAD CANTON, MASSACHUSETTS SUBMISSION NOT AN OPTION THE SUBMISSION OF THIS LEASE FOR EXAMINATION AND NEGOTIATION DOES NOT...Lease Agreement • March 31st, 2000 • Safety 1st Inc • Plastics products, nec
1 July 30, 1997Warrant Purchase Agreement • August 6th, 1997 • Safety 1st Inc • Plastics products, nec
1 EXHIBIT 10(aa) AMENDED AND RESTATED REVOLVING NOTESafety 1st Inc • April 3rd, 1998 • Plastics products, nec
1 REGISTRATION RIGHTS AGREEMENT dated as of July 30, 1997, among SAFETY 1ST, INC., a Massachusetts corporation (the "Company"), the INVESTORS (as defined below) and MICHAEL LERNER, an individual ("Lerner").Registration Rights Agreement • August 6th, 1997 • Safety 1st Inc • Plastics products, nec • New York
W I T N E S S E T H :Credit Agreement • November 16th, 1998 • Safety 1st Inc • Plastics products, nec • New York
1 EXHIBIT 10(dd) WAIVER TO CREDIT AGREEMENT THIS WAIVER (this "WAIVER"), to the Credit Agreement dated as of July 30, 1997, among SAFETY 1ST, INC., a Massachusetts corporation ("SAFETY"), SAFETY 1ST HOME PRODUCTS CANADA INC., a Canadian federal...Credit Agreement • April 3rd, 1998 • Safety 1st Inc • Plastics products, nec • New York
Schedule I - Investors Schedule 3.1 - Jurisdictions Schedule 3.2 - Consents Schedule 3.4 - Capitalization Schedule 3.4A - Subsidiaries Schedule 3.5 - Financial Information Schedule 3.6 - Liabilities Schedule 3.7 - Changes Schedule 3.8 - Encumbrances...Stock and Warrant Purchase Agreement • August 6th, 1997 • Safety 1st Inc • Plastics products, nec • New York
WITNESSETH:Employment and Consulting Agreement • March 31st, 2000 • Safety 1st Inc • Plastics products, nec
ESCROW AGREEMENTEscrow Agreement • May 15th, 1997 • Safety 1st Inc • Plastics products, nec • New York
EXHIBIT 10(bb) AMENDED AND RESTATED REVOLVING NOTESafety 1st Inc • April 3rd, 1998 • Plastics products, nec
TERM NOTETerm Note • August 6th, 1997 • Safety 1st Inc • Plastics products, nec
EXHIBIT 10(o)Employment Agreement • March 31st, 1997 • Safety 1st Inc • Plastics products, nec • Massachusetts
1 EXHIBIT 10(q) FIRST AMENDMENT TO THE LEASE AGREEMENT THIS AMENDMENT (the "AMENDMENT") made this _____ day of _________________, 1999 between NEW BOSTON BATTERYMARCH LIMITED PARTNERSHIP, with a principal place of business at One Longfellow Place,...The Lease Agreement • March 31st, 2000 • Safety 1st Inc • Plastics products, nec
FORM OF EXECUTIVE SEVERANCE AGREEMENTSeverance Agreement • May 8th, 2000 • Safety 1st Inc • Plastics products, nec • Massachusetts
ANDSafety 1st Inc • November 16th, 1998 • Plastics products, nec
REVOLVING NOTERevolving Note • August 6th, 1997 • Safety 1st Inc • Plastics products, nec
REVOLVING NOTERevolving Note • February 7th, 1997 • Safety 1st Inc • Plastics products, nec
The Borrowers jointly and severally agree to pay interest at said office, in like money, on the unpaid principal amount owing hereunder from time to time from the date hereof until paid in full (both before and after judgment) on the dates and at the...Safety 1st Inc • April 3rd, 1998 • Plastics products, nec
EXHIBIT 10(cc) AMENDED AND RESTATED REVOLVING NOTESafety 1st Inc • April 3rd, 1998 • Plastics products, nec
