<PAGE>   1
                                                                     Exhibit 4.4

         NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
         SECURITIES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED HEREBY
         HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
         (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH
         SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED
         OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT
         TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
         SECURITIES LAWS.

No.      W-1                                                 44,100,000 Warrants

                             STOCK PURCHASE WARRANTS

                     Exercisable commencing August 20, 1998
                 Void after Expiration Time (as defined herein)

                  EVENFLO & SPALDING HOLDINGS CORPORATION., a Delaware
corporation (the "Company"), hereby certifies that, for value received, KKR 1996
FUND, L.P., a Delaware limited partnership (the "KKR Fund"), or registered
assigns (in either case, the "Warrantholder"), is the owner of 44,100,000
Warrants (as defined below), each of which entitles the Warrantholder to
purchase from the Company one fully paid, duly authorized and nonassessable
share of Common Stock, par value $0.01 per share, of the Company (the "Common
Stock"), at any time from and after August 20, 1998 (the "Issue Date") and
continuing up to the Expiration Time (as defined herein) at a per share exercise
price determined according to the terms and subject to the conditions set forth
in this certificate (the "Warrant Certificate"). The number of shares of Common
Stock issuable upon exercise of each such Warrant and the exercise price per
share of Common Stock are subject to adjustment from time to time pursuant to
the provisions of Sections 8 and 9 of this Warrant Certificate. The Warrants
evidenced by this Warrant Certificate (the "Warrants") are being issued pursuant
to an Investment Agreement, dated as of July 30, 1998 (as it may be amended,
supplemented or otherwise modified from time to time, the "Investment
Agreement"), by and between the KKR Fund and the Company, and are entitled to
certain rights and privileges set forth therein.

                  Section 1. Definitions. As used in this Warrant Certificate,
the following terms shall have the meanings set forth below:

                  "Board of Directors" means the board of directors of the
Company.
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                                                                               2


                  "Business Day" means any day, other than a Saturday, Sunday or
         a day on which banking institutions in the State of New York are
         authorized or obligated by law or executive order to close.

                  "Certificate of Incorporation" means the Restated Certificate
         of Incorporation of the Company, as amended from time to time.

                  "Closing Price" with respect to a share of Common Stock on any
         day means, except as set forth below in the case that the shares of
         Common Stock are not publicly held or listed, the average of the
         "quoted prices" of the Common Stock for 30 consecutive Trading Days
         commencing 45 Trading Days before the date in question. The term
         "quoted prices" of the Common Stock shall mean the last reported sale
         price on that day or, in case no such reported sale takes place on such
         day, the average of the last reported bid and asked prices, regular
         way, on that day, in either case, as reported in the consolidated
         transaction reporting system with respect to securities quoted on
         Nasdaq or, if the shares of Common Stock are not quoted on Nasdaq, as
         reported in the principal consolidated transaction reporting system
         with respect to securities listed on the principal national securities
         exchange on which the shares of Common Stock are listed or admitted to
         trading or, if the shares of Common Stock are not quoted on Nasdaq and
         not listed or admitted to trading on any national securities exchange,
         the last quoted price or, if not so quoted, the average of the high bid
         and low asked prices on such other nationally recognized quotation
         system then in use, or, if on any such day the shares of Common Stock
         are not quoted on any such quotation system, the average of the closing
         bid and asked prices as furnished by a professional market maker
         selected by the Board of Directors making a market in the shares of
         Common Stock. Notwithstanding the foregoing, if the shares of Common
         Stock are not publicly held or so listed, quoted or publicly traded,
         the "Closing Price" means the fair market value of a share of Common
         Stock, as determined in good faith by the Board of Directors provided,
         however, that if the Warrantholder shall dispute the fair market value
         as determined by the Board, the Warrantholder and the Company may
         retain an Independent Expert. The determination of fair market value by
         the Independent Expert shall be final, binding and conclusive on the
         Company and the Warrantholder. All costs and expenses of the
         Independent Expert shall be borne by the Company.

                  "Common Stock" has the meaning set forth in the preamble
         hereto.

                  "Company" has the meaning set forth in the preamble hereto.

                  "Equity Securities" of any Person means any and all common
         stock, preferred stock, any other class of capital stock and
         partnership or limited liability company interests of such Person or
         any other similar interests of any Person that is not a corporation,
         partnership or limited liability company.

                  "Exercise Price" has the meaning set forth in Section 8
         hereof.
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                                                                               3


                  "Expiration Date" means August 20, 2006.

                  "Expiration Time" means 5:00 P.M., New York City time, on the
         Expiration Date.

                  "Fractional Warrant Share" means any fraction of a whole share
         of Common Stock issued, or issuable upon, exercise of the Warrants.

                  "Independent Expert" means an investment banking firm mutually
         acceptable to the Company and the Warrantholder.

                  "Investment Agreement" has the meaning set forth in the
         preamble hereto.

                  "Issue Date" has the meaning set forth in the preamble hereto.

                  "KKR Fund" has the meaning set forth in the preamble hereto.

                  "Nasdaq" means The Nasdaq Stock Market's National Market.

                  "Offer Time" has the meaning set forth in Section 9.1 (e)
         hereof.

                  "Organic Change" means, with respect to any Person, any
         transactions (including without limitation any recapitalization,
         capital reorganization or reclassification of any class or series of
         Equity Securities, any consolidation of such Person with, or merger of
         such Person into, any other Person, any merger of another Person into
         such Person (other than a merger which does not result in a
         reclassification, conversion, exchange or cancellation of outstanding
         shares of capital stock of such Person), and any sale or transfer or
         lease of all or substantially all of the assets of such Person, but not
         including any stock split, combination or subdivision which is the
         subject of Section 9.1(b)) pursuant to which any class or series of
         Equity Securities of such Person is converted into the right to receive
         other securities, cash or other property.

                  "Person" means any individual, firm, corporation, company,
         limited liability company, association, partnership, joint venture,
         trust or unincorporated organization, or a government or any agency or
         political subdivision thereof.

                  "Securities Act" means the U.S. Securities Act of 1933, as
         amended, and the rules and regulations promulgated thereunder.

                  "Stated Value" means the stated liquidation value of the
         Variable Rate Preferred Stock as set forth in the Certificate of
         Incorporation.

                  "Trading Day" means any day on which Nasdaq is open for
         trading, or if the shares of Common Stock are not quoted on Nasdaq, any
         day on which the principal national securities exchange or national
         quotation system on which the shares of Common Stock are listed,
         admitted to trading or quoted is open for trading, or if the shares of
         Common Stock are not so listed, admitted to trading or quoted, any
         Business Day.
<PAGE>   4
                                                                               4


                  "Variable Rate Preferred Stock" means the Variable Rate
         Cumulative Preferred Stock, par value $1.00 per share, of the Company.

                  "Warrant" has the meaning set forth in the preamble hereto.

                  "Warrant Agent" means the Person named or otherwise appointed
         as such as set forth in Section 10 hereof.

                  "Warrant Certificate" has the meaning in the preamble hereto.

                  "Warrant Market Price" means the average of the Closing Prices
         of a share of Common Stock for the ten consecutive Trading Days ending
         on the Trading Day, immediately prior to the day on which the Election
         to Exercise is delivered.

                  "Warrant Register" has the meaning set forth in Section 2.2
         hereof.

                  "Warrant Shares" means the shares of Common Stock issued, or
         issuable upon, exercise of the Warrants.

                  "Warrantholder" has the meaning set forth in the preamble
         hereto.

                  Section 2. Transferability.

                  2.1 Registration. The Warrants shall be issued only in
registered form.

                  2.2 Transfer. The Warrants evidenced by this Warrant
Certificate may be sold or otherwise transferred at any time (except as such
sale or transfer may be restricted pursuant to the Securities Act or any
applicable state securities laws) and any such sale or transfer shall be
effected on the books of the Company (the "Warrant Register") maintained at its
principal executive offices upon surrender of this Warrant Certificate for
registration of transfer duly endorsed by the Warrantholder or by its duly
authorized attorney or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any registration of
transfer, the Company shall execute and deliver a new Warrant Certificate or
Certificates in appropriate denominations to the Person or Persons entitled
thereto.

                  Section 3. Exchange of Warrant Certificate. Any Warrant
certificate may be exchanged for another certificate or certificates of like
tenor entitling the Warrantholder to purchase a like aggregate number of Warrant
Shares as the certificate or certificates surrendered then entitles such
Warrantholder to purchase. Any Warrantholder desiring to exchange a Warrant
certificate shall make such request in writing delivered to the Company, and
shall surrender, properly endorsed, the certificate evidencing the Warrant to be
so exchanged. Thereupon, the Company shall execute and deliver to the Person
entitled thereto a new Warrant certificate or certificates as so requested.
<PAGE>   5
                                                                               5


                  Section 4. Term of Warrants; Exercise of Warrants.

                  4.1 Duration of Warrant. On the terms and subject to the
conditions set forth in this Warrant Certificate, the Warrantholder may exercise
the Warrants evidenced hereby, in whole or in part, at any time and from time to
time after the Issue Date and before the Expiration Time. If the Warrants
evidenced hereby are not exercised by the Expiration Time, they shall become
void, and all rights hereunder shall thereupon cease.

                  4.2 Exercise of Warrant.

                      (a) On the terms and subject to the conditions set forth
in this Warrant Certificate, the Warrantholder may exercise the Warrants
evidenced hereby, in whole or in part, by presentation and surrender to the
Warrant Agent of this Warrant Certificate together with the attached Election to
Exercise duly filled in and signed, and accompanied by payment to the Company of
the Exercise Price for the number of Warrant Shares specified in such Election
to Exercise. Payment of the aggregate Exercise Price shall be made (i) in cash
in an amount equal to the aggregate Exercise Price; (ii) by certified or
official bank check in an amount equal to the aggregate Exercise Price; (iii) by
an exchange (which shall be treated as a recapitalization) with the Company of a
number of shares of Variable Rate Preferred Stock having an aggregate Stated
Value plus accrued and unpaid dividends thereon equal to the aggregate Exercise
Price; (iv) by an exchange (which shall be treated as a recapitalization) with
the Company of a number of securities of the Company (including, only in the
case of the initial Warrantholder, debt securities) having an aggregate value
(as determined by the Board of Directors in its good faith judgment, subject to
the Warrantholders' rights to have the Independent Expert make the
determination) equal to the aggregate Exercise Price of the Warrant Shares being
acquired in exchange thereof; or (v) by any combination of the foregoing. In
lieu of the above, the Warrantholders may deliver an Election to Exercise that
provides for a recapitalization exchange of Warrants for Warrant Shares having
an aggregate value equal to the excess of (x) the aggregate value of the Warrant
Shares to which the Warrants so exercised relate (based on the determination of
the Closing Price of the Common Stock as of such date) over (y) the aggregate
Exercise Price of such Warrants.

                      (b) On the terms and subject to the conditions set forth
in this Warrant Certificate, upon such presentation and surrender of this
Warrant Certificate and payment of such aggregate Exercise Price as set forth in
paragraph (a) hereof, the Company shall promptly issue and cause to be delivered
to the Warrantholder, or to such Persons as the Warrantholder may designate in
writing, a certificate or certificates (in such name or names as the
Warrantholder may designate in writing) for the specified number of duly
authorized, fully paid and non-assessable Warrant Shares issuable upon exercise,
and shall deliver to the Warrantholder cash, as provided in Section 11 hereof,
with respect to any Fractional Warrant Shares otherwise issuable upon such
surrender. In the event that the Warrants evidenced by this Warrant Certificate
are exercised in part prior to the Expiration Time, the Company shall issue and
cause to be delivered to the Warrantholder, or to such Persons as the
Warrantholder may designate in writing, a certificate or certificates (in such
name or names as the Warrantholder may designate in writing) evidencing any
remaining unexercised Warrants.
<PAGE>   6
                                                                               6


                      (c) Each Person in whose name any certificate for Warrant
Shares is issued shall for all purposes be deemed to have become the holder of
record of the Warrant Shares represented thereby on the first date on which both
the Warrant Certificate evidencing the respective Warrants was surrendered and
payment of the Exercise Price and any applicable taxes was made, irrespective of
date of issue or delivery of such certificate.

                  Section 5. Payment of Taxes. The Company shall pay any and all
documentary, stamp or similar issue or transfer taxes and other governmental
charges that may be imposed under the laws of the United States or any political
subdivision or taxing authority thereof or therein in respect of any issue or
delivery of Warrant Shares or of other securities or property deliverable upon
exercise of the Warrants evidenced by this Warrant Certificate or certificates
representing such shares or securities (other than income taxes imposed on the
Warrantholder).

                  Section 6. Mutilated or Missing Warrant. If any Warrant
certificate is lost, stolen, mutilated or destroyed, the Company shall issue and
the Warrant Agent shall countersign, in exchange and substitution for and upon
cancellation of the mutilated Warrant certificate, or in lieu of and
substitution for the Warrant certificate lost, stolen or destroyed, upon receipt
of a proper affidavit or other evidence reasonably satisfactory to the Company
and the Warrant Agent (and surrender of any mutilated Warrant certificate) and
bond of indemnity in form and amount and with corporate surety reasonably
satisfactory to the Company and the Warrant Agent in each instance protecting
the Company and the Warrant Agent, a new Warrant certificate of like tenor and
representing an equivalent number of Warrants as the Warrant certificate so
lost, stolen, mutilated or destroyed. Any such new Warrant certificate shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant certificate shall be at
any time enforceable by anyone. An applicant for such substitute Warrant
certificate shall also comply with such other reasonable regulations and pay
such other reasonable charges as the Company or the Warrant Agent may prescribe.
All Warrant certificates shall be held and owned upon the express condition that
the foregoing provisions are exclusive with respect to the replacement of lost,
stolen, mutilated or destroyed Warrant certificates, and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without their surrender.

                  Section 7. Reservation of Shares. The Company hereby agrees
that there shall be reserved for issuance and delivery upon exercise of this
Warrant, free from preemptive rights, the number of shares of authorized but
unissued shares of Common Stock as shall be required for issuance or delivery
upon exercise of the Warrants evidenced by this Warrant Certificate. The Company
further agrees that it will not, by amendment of its Certificate of
Incorporation or through reorganization, consolidation, merger, dissolution or
sale or assets, or by any other voluntary act, avoid or seek to avoid the
observance or performance of any of the covenants, stipulations or conditions to
be observed or performed hereunder by the Company. Without limiting the
generality of the foregoing, the Company shall from time to time take all such
action that may be necessary in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock at the Exercise Price
as so adjusted.
<PAGE>   7
                                                                               7


                  Section 8. Exercise Price. The price per share (the "Exercise
Price") at which Warrant Shares shall be purchasable upon the exercise of the
Warrants evidenced by this Warrant Certificate shall be $2.00, subject to
adjustment pursuant to Section 9 hereof.

                  Section 9. Adjustment of Exercise Price and Number of Shares.
The number and kind of securities purchasable upon the exercise of the Warrants
evidenced by this Warrant Certificate and the Exercise Price thereof shall be
subject to adjustment from time to time after the date hereof upon the happening
of certain events, as follows:

                  9.1 Adjustments to Exercise Price. The Exercise Price shall be
subject to adjustment as follows:

                  (a) Stock Dividends. In case the Company after the date hereof
shall pay a dividend or make a distribution to all holders of shares of Common
Stock in shares of Common Stock, then in any such case the Exercise Price in
effect at the opening of business on the day following the record date for the
determination of stockholders entitled to receive such dividend or distribution
shall be reduced to a price obtained by multiplying such Exercise Price by a
fraction of which (x) the numerator shall be the number of shares of Common
Stock outstanding at the close of business on such record date and (y) the
denominator shall be the sum of such number of shares of Common Stock
outstanding and the total number of shares of Common Stock constituting such
dividend or distribution, such reduction to become effective immediately after
the opening of business on the day following such record date. For purposes of
this subsection (a), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company will not pay any dividend or
make any distribution on shares of Common Stock held in the treasury of the
Company.

                  (b) Stock Splits and Reverse Splits. In case after the date
hereof outstanding shares of Common Stock shall be subdivided into a greater
number of shares of Common Stock, the Exercise Price in effect at the opening of
business on the day following the day upon which such subdivision becomes
effective shall be proportionately reduced, and, conversely, in case after the
date hereof outstanding shares of Common Stock shall be combined into a smaller
number of shares of Common Stock, the Exercise Price in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

                  (c) Issuances Below Market. In case the Company after the date
hereof shall issue rights, options or warrants to holders of shares of Common
Stock entitling them to subscribe for or purchase shares of Common Stock at a
price per share less than the Closing Price per share on the record date for the
determination of stockholders entitled to receive such rights, options or
warrants, the Exercise Price in effect at the opening of business on the day
following 
<PAGE>   8
                                                                               8


such record date shall be adjusted to a price obtained by multiplying such
Exercise Price by a fraction of which (x) the numerator shall be the sum of (A)
the number of shares of Common Stock outstanding at the close of business on
such record date and (B) the quotient of (1) the number of additional shares of
Common Stock issuable upon exercise of the rights, options or warrants offered
multiplied by the exercise price per share of the additional shares of Common
Stock issuable upon exercise of such rights, options or warrants and (2) the
Closing Price per share of Common Stock as of such record date, and (y) the
denominator of which is the number of shares of Common Stock outstanding at the
close of business on such record date plus the number of additional shares of
Common Stock issuable upon exercise of the rights, options or warrants so
offered, such adjustment to become effective immediately after the opening of
business on the day following such record date; provided, however, that no
adjustment shall be made if the Company issues or distributes to each
Warrantholder the rights or warrants that each Warrantholder would have been
entitled to receive had the Warrants held by such Warrantholder been exercised
prior to such record date. For purposes of this subsection (c), the number of
shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Company but shall include shares issuable in respect of
scrip certificates issued in lieu of fractions of shares of Common Stock. The
Company shall not issue any rights or warrants in respect of shares of Common
Stock held in the treasury of the Company. Rights or warrants issued by the
Company to all holders of Common Stock entitling the holders thereof to
subscribe for or purchase Equity Securities, which rights or warrants (i) are
deemed to be transferred with such shares of Common Stock, (ii) are not
exercisable and (iii) are also issued in respect of future issuances of Common
Stock, including shares of Common Stock issued upon exercise of the Warrants
evidenced by this Warrant Certificate, in each case in clauses (i) through (iii)
until the occurrence of a specified event or events (a "Trigger Event"), shall
for purposes of this subsection (c) not be deemed issued until the occurrence of
the earliest Trigger Event. In the event that the Company shall otherwise issue
shares of Common Stock for a consideration per share less than the Closing Price
per share on such date of issuance, the Exercise Price in effect at the opening
of business on the day following such issuance shall be reduced to a price
obtained by multiplying such Exercise Price by a fraction of which (x) the
numerator shall be (A) the number of shares of Common Stock outstanding
immediately prior to the issuance of such shares plus (B) the quotient of (a)
the aggregate consideration received for the additional shares of Common Stock
divided by (b) the Closing Price as of the date of determination of the
adjustment and (y) the denominator shall be the number of shares of Common Stock
outstanding immediately after the issuance of such additional shares.

                  (d) Special Dividends. In case the Company after the date
hereof shall distribute to all holders of shares of Common Stock evidences of
its indebtedness or assets (excluding any regular periodic cash dividend),
Equity Securities (other than Common Stock) or rights to subscribe (excluding
those referred to in subsection (c) above) for Equity Securities other than
Common Stock (including by way of share repurchases to the extent in excess of
the Closing Price per share), in each such case the Exercise Price in effect
immediately prior to the close of business on the record date for the
determination of stockholders entitled to receive such distribution shall be
adjusted to a price obtained by multiplying such Exercise Price by a fraction of
which (x) the numerator shall be the Closing Price per share of Common Stock on
such record date, less the then-current fair market value as of such record date
(as determined by the Board of 
<PAGE>   9
                                                                               9


Directors in its good faith judgment) of the portion of assets or evidences of
indebtedness or Equity Securities or subscription rights so distributed
applicable to one share of Common Stock, and (y) the denominator shall be such
Closing Price, such adjustment to become effective immediately prior to the
opening of business on the day following such record date; provided, however,
that no adjustment shall be made (1) if the Company issues or distributes to
each Warrantholder the subscription rights referred to above that each
Warrantholder would have been entitled to receive had the Warrants held by such
Warrantholder been exercised prior to such record date or (2) if the Company
grants to each Warrantholder the right to receive, upon the exercise of the
Warrants held by such Warrantholder at any time after the distribution of the
evidences of indebtedness or assets or Equity Securities referred to above, the
evidences of indebtedness or assets or Equity Securities that such Warrantholder
would have been entitled to receive had such Warrants been exercised prior to
such record date. The Company shall provide any Warrantholder, upon receipt of a
written request therefor, with any indenture or other instrument defining the
rights of the holders of any indebtedness, assets, subscription rights or Equity
securities referred to in this subsection (d). Rights or warrants issued by the
Company to all holders of Common Stock entitling the holders thereof to
subscribe for or purchase Equity Securities, which rights or warrants (i) are
deemed to be transferred with such shares of Common Stock, (ii) are not
exercisable and (iii) are also issued in respect of future issuances of Common
Stock, including shares of Common Stock issued upon exercise of the Warrants
evidenced by this Warrant Certificate, in each case in clauses (i) through (iii)
until the occurrence of a Trigger Event, shall for the purposes of this
subsection (d) not be deemed issued until the occurrence of the earliest Trigger
Event.

                  (e) Tender or Exchange Offer. In case a tender or exchange
offer made by the Company or any subsidiary of the Company for all or any
portion of the Common Stock shall be consummated and such tender offer shall
involve an aggregate consideration having a fair market value (as determined by
the Board of Directors in its good faith judgment, subject to the
Warrantholders' rights to have the Independent Expert make the determination) at
the last time (the "Offer Time") tenders may be made pursuant to such tender or
exchange offer (as it may be amended) that, together with the aggregate of the
cash plus the fair market value (as determined by the Board of Directors in its
good faith judgment, subject to the Warrantholders' rights to have the
Independent Expert make the determination), as of the Offer Time, of
consideration payable in respect of any tender or exchange offer by the Company
or any such subsidiary for all or any portion of the Common Stock consummated
preceding the Offer Time and in respect of which no Exercise Price adjustment
pursuant to this subsection (e) has been made, exceeds 5% of the product of the
Closing Price of the Common Stock at the Offer Time multiplied by the number of
shares of Common Stock outstanding (including any tendered shares) at the Offer
Time, the Exercise Price shall be reduced so that the same shall equal the price
determined by multiplying the Exercise Price in effect immediately prior to the
Offer Time by a fraction of which (x) the numerator shall be (i) the product of
the Closing Price of the Common Stock at the Offer Time multiplied by the number
of shares of Common Stock outstanding (including any tendered shares) at the
Offer Time minus (ii) the fair market value (determined as aforesaid) of the
aggregate consideration payable to stockholders based on the acceptance (up to a
maximum specified in the terms of the tender or exchange offer) of all shares
validly tendered and not withdrawn as of the Offer Time (the shares deemed so
accepted, up to any such maximum, being referred to as the 
<PAGE>   10
                                                                              10


"Purchased Shares") and (y) the denominator shall be the product of (i) such
Closing Price at the Offer Time multiplied by (ii) such number of outstanding
shares at the Offer Time minus the number of Purchased Shares, such reduction to
become effective immediately prior to the opening of business on the day
following the Offer Time. For purposes of this subsection (e), the number of
shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Company but shall include shares issuable in respect of
scrip certificates issued in lieu of fractions of shares of Common Stock.

                  (f) Convertible Securities. In the event the Company issues
any securities convertible into or exchangeable for Common Stock (other than
securities issued in transactions described in subsections (c) or (d) of this
Section 9.1) for a consideration per share of Common Stock initially deliverable
upon conversion or exchange of such securities less than the current Closing
Price on the date of issuance of such securities, the Exercise Price in effect
at the opening of business on the day following such issuance shall be reduced
to a price obtained by multiplying such Exercise Price by a fraction of which
(x) the numerator shall be (A) the number of shares of Common Stock outstanding
immediately prior to the issuance of such securities plus (B) (a) the aggregate
consideration received for the issuance of such securities divided by (b) the
Closing Price as of the date of determination of the adjustment and (y) the
denominator shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such securities plus the maximum number of
shares of Common Stock deliverable upon conversion or in exchange for such
securities at the initial conversion or exchange rate. If (i) all of the Common
Stock deliverable upon conversion or exchange of such securities have not been
issued when such securities are no longer outstanding, or (ii) the exercise
price per share for which shares of Common Stock are issuable pursuant to such
securities shall be increased or decreased solely by virtue of provisions
therein contained for an automatic increase or decrease in such exercise price
per share upon the occurrence of a specified date or event, then the Exercise
Price shall promptly be readjusted to the Exercise Price which would then be in
effect had the adjustment upon the issuance of such securities been made on the
basis of, in the case of clause (i) above, the actual number of shares of Common
Stock issued upon conversion or exchange of such securities or, in the case of
clause (ii) above, the exercise price per share, as so increased or decreased,
as the case may be.

                  (g) Minimum Adjustment Requirement. No adjustment shall be
required unless such adjustment would result in an increase or decrease of at
least $0.01 in the Exercise Price then subject to adjustment; provided, however,
that any adjustments that are not made by reason of this subsection (g) shall be
carried forward and taken into account in any subsequent adjustment. In case the
Company shall at any time issue shares of Common Stock by way of dividend on any
stock of the Company or subdivide or combine the outstanding shares of Common
Stock, said amount of $0.01 specified in the preceding sentence (as theretofore
increased or decreased, if said amount shall have been adjusted in accordance
with the provisions of this subsection (g)) shall forthwith be proportionately
increased in the case of such a combination or decreased in the case of such a
subdivision or stock dividend so as appropriately to reflect the same.
<PAGE>   11
                                                                              11


                  (h) Calculations. All calculations under this Section 9.1
shall be made to the nearest $0.01.

                  (i) Certificate. Whenever an adjustment in the Exercise Price
is made as required or permitted by the provisions of this Section 9.1, the
Company shall promptly file with the Warrant Agent a certificate of its chief
financial officer setting forth (A) the adjusted Exercise Price as provided in
this Section 9.1 and a brief statement of the facts requiring such adjustment
and the computation thereof and (B) the number of shares of Common Stock (or
portions thereof) purchasable upon exercise of a Warrant after such adjustment
in the Exercise Price in accordance with Section 9.2 hereof and the record date
therefor, and promptly after such filing shall mail or cause to be mailed a
notice of such adjustment to each Warrantholder at his or her last address as
the same appears on the Warrant Register. Such certificate, in the absence of
manifest error, shall be conclusive and final evidence of the correctness of
such adjustment. The Warrant Agent shall be entitled to rely upon such
certificate, and shall be under no duty or responsibility with respect to any
such certificate except to exhibit the same to any Warrantholder desiring
inspection thereof.

                  (j) Notice. In case:

                      (i) the Company shall declare any dividend or any
         distribution of any kind or character (whether in cash, securities or
         other property) on or in respect of shares of Common Stock or to the
         stockholders of the Company (in their capacity as such), excluding any
         regular periodic cash dividend paid out of current or retained earnings
         (as such terms are used in generally accepted accounting principles);
         or

                      (ii) the Company shall authorize the granting to the
         holders of shares of Common Stock of rights to subscribe for or
         purchase any shares of capital stock or of any other right; or

                      (iii) of any reclassification of shares of Common Stock
         (other than a subdivision or combination of outstanding shares of
         Common Stock), or of any consolidation or merger to which the Company
         is a party and for which approval of any stockholders of the Company is
         required, or of the sale or transfer of all or substantially all of the
         assets of the Company; or

                      (iv) of the voluntary or involuntary dissolution,
         liquidation or winding up of the Company; then the Company shall cause
         to be filed with the Warrant Agent and shall cause to be mailed to the
         Warrantholders, at their last addresses as they shall appear upon the
         Warrant Register, at least 30 days prior to the applicable record date
         hereinafter specified, a notice stating (x) the date on which a record
         is to be taken for the purpose of such dividend, distribution or rights
         or, if a record is not to be taken, the date as of which the holders of
         shares of Common Stock of record to be entitled to such dividend,
         distribution or rights are to be determined or (y) the date on which
         such reclassification, consolidation, merger, sale, transfer,
         dissolution, liquidation or winding up is expected to become effective,
         and, if applicable, the date as of which it is expected that holders of
<PAGE>   12
                                                                              12


         shares of Common Stock of record shall be entitled to exchange their
         shares of Common Stock for securities or other property (including
         cash) deliverable upon such reclassification, consolidation, merger,
         sale, transfer, dissolution, liquidation or winding up. Failure to give
         any such notice, or any defect therein, shall not affect the validity
         of the proceedings referred to in clauses (i), (ii), (iii) and (iv)
         above.

                  (k) Section 305. Anything in this Section 9.1 to the contrary
notwithstanding, the Company shall be entitled, but not required, to make such
reductions in the Exercise Price, in addition to those required by this Section
9.1, as it in its discretion shall determine to be advisable, including, without
limitation, in order that any dividend in or distribution of shares of Common
Stock or shares of capital stock of any class other than Common Stock,
subdivision, reclassification or combination of shares of Common Stock, issuance
of rights or warrants, or any other transaction having a similar effect, shall
not be treated as a distribution of property by the Company to its stockholders
under Section 305 of the Internal Revenue Code of 1986, as amended, or any
successor provision and shall not be taxable to them.

                  (l) No Adjustment. Anything to the contrary herein
notwithstanding, no adjustment to the Exercise Price or the number of shares of
Common Stock purchasable upon exercise of a Warrant shall be made pursuant to
this Section 9.1 or Section 9.2 as a result of, or in connection with, the
issuance of options or rights to purchase Common Stock issued to employees of
the Company or its Subsidiaries pursuant to a stock option or other similar plan
adopted by the Board of Directors or an employment agreement approved by the
Board of Directors or the modification, renewal or extension of any such plan or
agreement if approved by the Board of Directors.

                  (m) When Adjustment Not Required. If the Company shall take a
record of the holders of its Common Stock for purposes of taking any action that
requires an adjustment of the Exercise Price under this Section 9, and shall,
thereafter and before the effective date of such action, legally abandon its
plan to take such action, then thereafter no adjustment shall be required by
reason of the taking of such record and any such adjustment previously made in
respect thereof shall be rescinded and annulled.

                  9.2 Adjustment to Number of Warrant Shares. Upon each
adjustment of the Exercise Price pursuant to Section 9.1 hereof, the number of
Warrant Shares purchasable upon exercise of a Warrant outstanding prior to the
effectiveness of such adjustment shall be adjusted to the number, calculated to
the nearest one-hundredth of a share, obtained by (x) multiplying the number of
Warrant Shares purchasable immediately prior to such adjustment upon the
exercise of a Warrant by the Exercise Price in effect prior to such adjustment
and (y) dividing the product so obtained by the Exercise Price in effect after
such adjustment of the Exercise Price.

                  9.3 Organic Change.

                  (a) Company Survives. Upon the consummation of an Organic
Change (other than a transaction in which the Company is not the surviving
entity), lawful provision shall be made as part of the terms of such transaction
whereby the terms of the Warrant Certificates shall 
<PAGE>   13
                                                                              13


be modified, without payment of any additional consideration therefor, so as to
provide that upon exercise of Warrants following the consummation of such
Organic Change, the Warrantholders of such Warrants shall have the right to
purchase the kind and amount of securities, cash and other property receivable
upon such Organic Change by a holder of the number of Warrant Shares into which
such Warrants might have been exercised immediately prior to such Organic
Change. Lawful provision also shall be made as part of the terms of the Organic
Change so that all other terms of the Warrant Certificates shall remain in full
force and effect following such an Organic Change. The provisions of this
Section 9.3(a) shall similarly apply to successive Organic Changes.

                  (b) Company Does Not Survive. The Company shall not enter into
an Organic Change that is a transaction in which the Company is not the
surviving entity unless lawful provision shall be made as part of the terms of
such transaction whereby the surviving entity shall issue new securities to each
Warrantholder, without payment of any additional consideration therefor, with
terms that provide that upon the exercise of the Warrants, the Warrantholders of
such Warrants shall have the right to purchase the kind and amount of
securities, cash and other property receivable upon such Organic Change by a
holder of the number of Warrant Shares into which such Warrants might have been
exercised immediately prior to such Organic Change. The certificate or articles
of incorporation or other constituent document of the surviving entity shall
provide for such adjustments which, for events subsequent to the effective date
of such certificate or articles of incorporation or other constituent document,
shall be equivalent to the adjustments provided for in Section 9.1 hereof.

                  9.4 Statement on Warrants. The form of Warrant Certificate
need not be changed because of any adjustment made pursuant to Section 8,
Section 9.1 or Section 9.2 hereof, and Warrants issued after such adjustment may
state the same Exercise Price and the same number of Warrant Shares as are
stated in this Warrant Certificate.

                  Section 10. Warrant Agent. On the date of issuance of the
Warrants, the Company shall cause to be appointed a Warrant Agent, which Warrant
Agent shall be reasonably acceptable to the Warrantholders. The Company may act
as Warrant Agent for such time as the Warrantholders accept the appointment of
the Company as such Warrant Agent. The Company shall appoint an independent
Warrant Agent within 10 business days of its receipt from the Warrantholders of
a request to appoint such an independent Warrant Agent.

                  Section 11. Fractional Interests. The Company shall not be
required to issue Fractional Warrant Shares on the exercise of the Warrants
evidenced by this Warrant Certificate. If any Fractional Warrant Share would but
for the provisions of this Section 11, be issuable on the exercise of the
Warrants evidenced by this Warrant Certificate (or specified portions thereof),
the Company shall pay an amount in cash equal to the fraction of a Warrant Share
represented by such Fractional Warrant Share multiplied by the Closing Price on
the day of such exercise.

                  Section 12. No Rights as Shareholder. Nothing in this Warrant
Certificate shall be construed as conferring upon the Warrantholder or its
transferees any rights as a shareholder of the Company, including the right to
vote, receive dividends, consent or receive notices as a 
<PAGE>   14
                                                                              14


shareholder with respect to any meeting of shareholders for the election of
directors of the Company or any other matter.

                  Section 13. Successors. All the covenants and provisions of
this Warrant Certificate by or for the benefit of the Company or the
Warrantholder shall bind and inure to the benefit of their respective successors
and permitted assigns hereunder.

                  Section 14. Governing Law; Choice of Forum, Etc. The validity,
construction and performance of this Warrant Certificate shall be governed by
and interpreted in accordance with, the laws of New York. The parties hereto
agree that the appropriate and exclusive forum for any disputes arising out of
this Warrant Certificate solely between or among any or all of the Company, on
the one hand, and the KKR Fund and/or any Person who has become a Warrantholder,
on the other, shall be the United States District Court for the Southern
District of New York, and, if such court will not hear any such suit, the courts
of the state of the Company's incorporation, and the parties hereto irrevocably
consent to the exclusive jurisdiction of such courts, and agree to comply with
all requirements necessary to give such courts jurisdiction. The parties hereto
further agree that the parties will not bring suit with respect to any disputes,
except as expressly set forth below, arising out of this Warrant Certificate for
the execution or enforcement of judgment, in any jurisdiction other than the
above specified courts. Each of the parties hereto irrevocably consents to the
service of process in any action or proceeding hereunder by the mailing of
copies thereof by registered or certified airmail, postage prepaid, if to (i)
the Company, at 425 Meadow Street, Chicopee, Massachusetts 01021-0901 or at such
other address specified by the Company in writing to the Warrant Agent, and (ii)
any Warrantholder, at the address of such Warrantholder specified in the Warrant
Register. The foregoing shall not limit the rights of any party hereto to serve
process in an other manner permitted by the law or to obtain execution of
judgment in any other jurisdiction. The parties further agree, to the extent
permitted by law, that final and unappealable judgment against any of them in
any action or proceeding contemplated above shall be conclusive and may be
enforced in any other jurisdiction within or outside the United States by suit
on the judgment, a certified or exemplified copy of which shall be conclusive
evidence of the fact and the amount of indebtedness. The parties agree to waive
any and all rights that they may have to a jury trial with respect to disputes
arising out of this Agreement.

                  Section 15. Benefits of this Agreement. Nothing in this
Warrant Certificate shall be construed to give to any Person other than the
Company and the Warrantholder any legal or equitable right, remedy or claim
under this Warrant Certificate, and this Warrant Certificate shall be for the
sole and exclusive benefit of the Company and the Warrantholder.
<PAGE>   15
                                                                              15


         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of this ___ day of ___________, 1998.

                                    EVENFLO & SPALDING HOLDINGS CORPORATION


                                    By: _________________________
                                        Name:
                                        Title:

Countersigned:

______________________, as Warrant Agent


By: _________________________
    Name:
    Title:
<PAGE>   16
                                                                              16



                              ELECTION TO EXERCISE
                   (To be executed upon exercise of Warrants)

To EVENFLO & SPALDING HOLDINGS CORPORATION:

                  The undersigned hereby irrevocably elects to exercise the
right represented by the within Warrant Certificate for, and to acquire
thereunder, _____ Warrant Shares, as provided for therein, and tenders herewith
[payment of] [pursuant to a recapitalization exchange, of securities with a
value equal to] the $________ Exercise Price in full in the form of [COMPLETE
WHERE APPLICABLE]:

                  [ ]      cash or a certified or official bank check in the
                           amount of $_______ ; and/or

                  [ ]      $____ Stated Value of Variable Rate Preferred Stock
                           (as to which $____ of accrued dividends are unpaid),
                           of which $____ Stated Value and the $___ of accrued
                           and unpaid dividends should be applied toward the
                           payment of such Warrant Shares; and/or

                  [ ]      securities of the Company having an aggregate value
                           equal to $________ (which may be the aggregate fair
                           market value of Warrants determined by comparing the
                           Exercise Price for such Warrant to the value of the
                           Common Stock issuable upon such exercise); and/or

                  [ ]      exchange of _____ Warrants for ____ Warrant Shares
                           (such Warrant Shares have an aggregate value equal to
                           the excess of (x) the aggregate value of the ____
                           Warrant Shares to which the Warrants hereby exercised
                           relate (based on the determination of the Closing
                           Price pursuant to the Warrant Certificate) over (y)
                           the aggregate Exercise Price of the ___ Warrants
                           exercised hereby);

                  For a total Exercise Price of $_________.

         If the value of the shares of the Company securities exchanged herewith
exceeds the value of the Exercise Price applied to such delivery, then the
Company shall reissue certificates representing such securities in the amounts
necessary to preserve the value of such securities not applied to the exercise
of the Warrants pursuant to this Election to Exercise.
<PAGE>   17
                                                                              17


Please issue a certificate or certificates for such Warrant Shares in the name
of, and pay any cash for any Fractional Warrant Shares to (please print name,
address and social security or other identifying number)*:

Name: 
      --------------------------
Address:
         -----------------------------------------------------------------------

--------------------------------------------------------------------------------

Soc. Sec. #:
             ----------------------

AND, if said number of Warrant Shares shall not be all the shares purchasable
under the within Warrant Certificate, a new Warrant Certificate is to be issued
in the name of the undersigned for the balance remaining of the Warrant Shares
purchasable thereunder rounded up to the next higher whole number of Warrant
Shares.

                               Signature:**
                                            ------------------------------------


-----------
*        The Warrant Certificate contains restrictions on the sale and other
         transfer of the Warrants evidenced by such Warrant Certificate.

**       The above signature should correspond exactly with the name on the face
         of this Warrant Certificate or with the name of the assignee appearing
         in the assignment form below.
<PAGE>   18
                                                                              18


                                 ASSIGNMENT FORM

                 (To be signed only upon assignment of Warrant)

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
          (Name and Address of Assignee must be Printed or Typewritten)

Warrants to purchase ____ Warrant Shares of the Company, evidenced by the within
Warrant Certificate hereby irrevocably constituting and appointing
________________ Attorney to transfer said Warrants on the books of the Company,
with full power of substitution in the premises.

Dated: _____________, ____

                                            ------------------------------------
                                            Signature of Registered Holder*


                                            ------------------------------------
Signature Guaranteed:                       Signature of Guarantor

*The above signature should correspond exactly with the name on the face of this
Warrant Certificate.