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                                                                    EXHIBIT 10.9


                                 LOAN AGREEMENT


         This Loan Agreement is made as of this ______ day of February, l998, by
and between Spalding & Evenflo Companies, Inc., a Delaware corporation with its
principal place of business at 601 South Harbor Island Boulevard, Suite 200, P.
O. Box 30101, Tampa, FL 33602 ("Borrower") and Government Land Bank, a
Massachusetts body politic and corporate created by Chapter 212 of the Acts of
1975, as amended, and having its principal place of business at 75 Federal
Street, Boston, Massachusetts 02110 (the "Bank").

                                  Introduction


         A. Borrower is this day delivering to the Bank its Promissory Note in
the original principal amount of Six Million Five Hundred Thousand and 00/100
($6,500,000.00) Dollars (the "Note"). The proceeds of the Note are to be used by
Borrower to provide secured term loan financing for certain improvements to be
used by Borrower as a warehouse and distribution facility located in Chicopee,
Massachusetts as more particularly described in a certain Ground Lease of even
date (the "Ground Lease") between Borrower as Ground Lessor and the Bank as
Lessee ("Property"), which Property is part of a larger facility owned by
Borrower and described in the Ground Lease as the "Chicopee Facility."

         B. The Lessee's rights under the Ground Lease are to serve as
collateral security for the Borrower's obligations to the Bank. Until the
occurrence and continuance of an event of default under any of the Loan
Documents (as defined below), the Borrower shall have the continued right to use
and occupy the Property pursuant to a Sublease of even date herewith between the
Bank as Lessor and Borrower as Tenant (the "Sublease").


         C. The Note, the Ground Lease, the Sublease, this Agreement , and all
other documents and instruments executed and delivered in connection therewith,
including, without limitation, UCC-1 Financing statements, shall, for the
purposes of this Agreement, be referred to, collectively, as the "Loan
Documents".

         D. Upon payment of the Note, the Loan Documents shall be immediately
discharged.

         E. In connection with the execution and delivery of the Loan Documents,
the Bank has requested that the Borrower enter into and comply with certain
covenants and conditions as more fully set forth herein.

         Now, therefore, in consideration of the foregoing and the undertakings
of the Bank with respect to the Loan Documents, the Borrower hereby agrees as
follows:

1.       REPRESENTATIONS AND WARRANTIES.

         Borrower represents and warrants to the Bank that:

         (a) Borrower is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware and is duly qualified to
do business and is in good standing in the

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Commonwealth of Massachusetts and in every other state in which such
qualification may be necessary by reason of the nature or location of Borrower's
assets or operations, except where the failure to so qualify would not
materially adversely affect the Borrower's business or financial condition;

        (b) Borrower's exact legal name is Spalding & Evenflo Companies, Inc. It
has not operated under any other name in the past six (6) years;

        (c) The execution, delivery and performance hereof are within Borrower's
corporate powers, have been duly authorized by all necessary actions on the part
of the directors and officers thereof, require no action by or in respect of, or
filing with, any governmental authority, and do not contravene or constitute a
default under any provision of applicable law or regulation or of the
constituent documents of Borrower or of any judgment, order, decree, injunction
or credit facility or loan agreement or indenture or any other material
agreement (except as to which required waivers or consents have been received)
by which it or any of its properties may be bound, or result in creation or
imposition of any lien on any of its assets except in favor of the Bank;

        (d) This Loan Agreement has been duly executed and delivered by and
constitutes a valid and binding agreement of Borrower, enforceable against
Borrower in accordance with its terms, except as enforceability may be limited
by (i) bankruptcy, insolvency or other similar law affecting creditors, rights
generally, or (ii) laws relating to the availability of specific performance,
injunctive relief or other equitable remedies;

        (e) Borrower is the wholly owned subsidiary of Evenflo & Spalding
Holdings Corporation ("Holdings"), and the assets of Holdings include the 100%
interest in Borrower, its cash, accounts receivable and note receivables from
affiliates. Borrower represents that the financial statements of Holdings fairly
represent the financial condition of Borrower. The financial statements of
Holdings which have been or shall be from time to time furnished to Bank have
been prepared in accordance with generally accepted accounting principles
("GAAP") applied on a basis consistent with that of prior financial periods and
are true and correct and fairly present the financial position of Holdings and,
consequently, Borrower on a consolidated basis as at the close of business on
the date(s) thereof and the results of its operations during the period(s)
covered thereby, except in the case of unaudited financial statements where
certain information and footnote disclosures normally contained in financial
statements prepared in accordance with GAAP have been omitted. Holdings and
Borrower have no liabilities, contingent or otherwise, involving material
amounts which are not disclosed in said statements or the notes thereto. Since
the date of the most recent of such statements there has occurred no material
adverse change in Borrower's financial condition or business;

        (f) Borrower owns all of the assets reflected in the most recent of such
financial statements, except assets sold or otherwise disposed of in the
ordinary course of business since the date thereof, and such assets together
with any assets acquired since such date, including without limitation the
Property, are subject to no liens except (i) a pledge by Holdings of all of the
shares Borrower's corporate stock to secure its $650 million credit facility
DATED AS OF September 30, 1996 (such credit facility, and any replacement
facility, being referred to herein as the "Holdings Credit Facility") and (ii)
as otherwise disclosed in the above-described financial statements;

        (g) All Borrower's constituent documents have been duly filed and are in
proper order. All its books and records are accurate and up-to date;


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        (h) Borrower and Holdings have made, filed or extended the filing dates
for all tax returns, reports and declarations relating to any material tax
liability required by any jurisdiction to which it is subject (any tax liability
which may result in a lien on the Property being hereby deemed material) and has
complied with all the requirements of its credit facilities regarding tax
matters;

        (i) Borrower and Holdings are (x) subject to no legal restriction, or
any judgment, award, decree, order, governmental rule or regulation or
contractual restriction which could have a material adverse effect on their
respective financial condition, business or prospects, and (y) in compliance
with their constituent documents, all material contractual agreements by which
they or any of their properties are, or may be bound and all applicable laws,
rules and regulations (including without limitation those relating to
environmental protection) other than laws, rules and regulations, the validity
or applicability of which they are contesting in good faith or provisions of any
of the foregoing the failure to comply with which cannot reasonably be expected
to materially adversely affect their financial condition, business or prospects
or the value of the Property;

        (j) There is no action, suit, proceeding or investigation pending or, to
its knowledge, threatened against or affecting Borrower or Holdings or any of
their assets before or by any court or other governmental authority which, if
determined adversely to Borrower or Holdings, would have a material adverse
effect on their respective financial condition, business or prospects or the
value, title or extent of any Collateral except with regard to litigation and
claims, previously disclosed to the Bank, which are to be resolved and settled
with the proceeds of the Note;

        (k) Borrower's principal executive office and the office where it keeps
its records is (and has been for more than four (4) months prior to the date of
this Loan Agreement) 601 South Harbor Island Boulevard, Suite 200, Tampa, FL
33602; and

        (l) Borrower has (and has no reason to believe it will not have)
sufficient capital for the conduct of its business; Borrower does not intend to
incur, and does not believe it has incurred, debts beyond its ability to pay
same as they mature.

        2.  BORROWER'S REPORTS AND NOTICES. Borrower will deliver to the Bank:

        (a) within ninety (90) days after the close of each fiscal year of
Holdings, a full and complete signed copy of an audited report or reports
prepared in accordance with GAAP by certified public accountants acceptable to
Bank, which shall include a consolidated balance sheet of Holdings as at the end
of such year and consolidated statements of earnings (loss) of Holdings
reflecting the results of its operations during such year;

        (b) within sixty (60) days of the end of each calendar quarter, an
internally prepared report by Holdings of its quarterly and year-to-date income,
expenses, and cash flow in form and substance satisfactory to the Bank,
certified to by the chief financial officer of Holdings;

        (c) at the request of the Bank, financial statements of Borrower,
equivalent to those described in (a) and (b), above, if the representations set
forth in paragraph 1(e), above, are no longer accurate;

        (d) promptly, such other information concerning the Borrower, the
Property, the operation of Borrower's businesses or its financial condition and
copies of such governmental filings and other documentation as the Bank may from
time to time reasonably request; provided that such documentation


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is not confidential, proprietary or otherwise privileged; and

         (e)   immediately, notice of:

         (i)   any Event of Default or any event during the term hereof which
would constitute an Event of Default as defined in Section 6;

         (ii)  any change of location of its principal offices, change of either
Borrower's name or business structure, any sale or purchase out of the ordinary
course of either Borrower's business and any other material change in the
business or financial affairs of Borrower or any change in the legal status of
Borrower;

         (iii) the institution or commencement of any action, suit, proceeding
or investigation against or affecting Borrower or any of its assets which, if
determined adversely to Borrower, could have a material adverse effect on the
financial condition, business or prospects of Borrower or the value, title or
extent of the Property;

         (iv)  any judgment, award, decree, order or determination relating
thereto which could have a material adverse effect on the financial condition,
business or prospects of Borrower or the value, title or extent of the Property;

         (v)   the imposition or creation of any lien against any asset of
Borrower in the Commonwealth of Massachusetts other than one in favor of the
Bank;

         (vi)  any potential or known release or threat of release of hazardous
or toxic chemicals, materials or oil from the Property in the Commonwealth of
Massachusetts or the incurrence of any expense or loss in connection therewith
or upon Borrower's obtaining knowledge of any investigation, action or the
incurrence of any expense or loss by any governmental authority in connection
with the containment or removal of any hazardous or toxic chemical, material or
oil from the Property for which expense or loss Borrower may be liable or
potentially responsible;

         (vii) any material loss or destruction of the Property or the Chicopee
Facility whether or not covered by insurance; and

         (f)   immediately upon receipt, copies of all notices, responses or
other communications regarding an event of default or the occurrence of any
event which, with the passage of time and/or the giving of notice would
constitute an event of default under Holdings Credit Agreement.


         3.    BORROWER'S AFFIRMATIVE COVENANTS.  Borrower agrees that it will:

         (a)   maintain property and liability insurance with responsible
insurance companies reasonably satisfactory to the Bank in such amounts and
covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas as Borrower
operates and meeting at least the criteria for insurance set forth in Schedule 1
attached hereto and made a part hereof.;

         (b) maintain insurance naming the Bank as loss payee with responsible
insurance companies 


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satisfactory to Bank covering Borrower's real and personal property, in such
amounts as is usually carried by companies engaged in similar businesses and in
any event not less than required by Schedule 1 attached hereto, and deliver to
Bank copies of such insurance policies (and all renewals thereof) together with
lender's loss payable endorsements naming Bank as secured party, executed by the
insurer(s) such policies to provide that coverage may not be decreased or
terminated without prior notice to the Bank;

         (c) maintain its corporate existence, and its qualification to do
business in good standing in every state in which such qualification may be
necessary by reason of the nature or location of its assets or operations, and
comply with its charter documents and by-laws, all contractual requirements by
which it or any of its properties may be bound and all applicable laws, rules
and regulations (including without limitation ERISA and those relating to
environmental protection) other than laws, rules or regulations the validity or
applicability of which the Borrower shall contest in good faith or provisions of
any of the foregoing the failure to comply with which cannot reasonably be
expected to materially adversely affect the financial condition, business or
prospects of Borrower or the value, title or extent of the Property, Borrower
acknowledging further, and without any limitation of the foregoing, that such
compliance shall also include complying with the requirements of M.G.L. c.7,
Sect. 22G et seq., regarding doing business with Burma, and with those of M.G.L.
c.23A, Sect.59, regarding doing business with the People's Republic of China;

         (d) continue to engage primarily in its present business and maintain
and preserve all of its properties necessary for the conduct thereof in good
working order and condition, ordinary wear and tear excepted;

         (e) pay and discharge all taxes, assessments, governmental charges or
levies imposed upon it or its income or property, or upon this Loan Agreement or
any notes evidencing obligations, including without limitation taxes,
assessments, charges or levies relating to real and personal property and the
Property, prior to the date on which penalties attach thereto, and all lawful
claims (whether or not relating to the foregoing), which if unpaid, might give
rise to a lien upon any property of Borrower, except any of the foregoing which
is being contested in good faith and by appropriate proceedings and for which
Borrower have established adequate reserves; and

         (f) notify the Bank in advance, or, in any event, as soon as reasonably
possible, of any merger, consolidation or sale of Borrower or substantially all
of its assets or corporate stock, whereupon any such successor shall agree in
writing to be bound by the terms hereof and of the Loan Documents.

         4. BORROWER'S NEGATIVE COVENANTS. The Borrower will not, without the
prior written consent of Bank at any time; which consent will not be
unreasonably withheld:

         (a) create, permit to be created or suffer to exist any lien or
encumbrance upon the Property or the fixtures used in connection with the
Property, now owned or hereafter acquired, except those in favor of the Bank or
the lender under the Holdings Credit Facility; or

         (b) sell, transfer or otherwise dispose of, or permit the sale,
transfer or disposition, of all or a material portion of the Property or the
Chicopee Facility except in accordance with the Ground Lease.

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         5.       EMPLOYMENT COVENANTS.

         (a) Borrower acknowledges and agrees that a material inducement to the
Bank entering into this Loan Agreement and the Loan Documents is Borrower's
covenant and agreement that Borrower hereby agrees that it will add to its
present full time work force of 865 full time employees at Borrower's Chicopee,
Massachusetts facility by creating and maintaining not less than 101 new full
time positions commencing not later than May 1, 1998, resulting in a full time
work force of not less than 966 employees. If, at any time Borrower fails to
maintain this covenant, the Bank will have the right, among other matters, to
charge an interest rate on the Note of three hundred (300) basis point over one
year U.S. Treasury Notes until such time as Borrower restores compliance with
the foregoing covenant.

         (b) In addition, Borrower covenants and agrees that, within eighteen
(18) months of the date hereof, Borrower will have created and will thereafter
maintain at least 135 new full time positions at Borrower's Chicopee Facility,
resulting in an ongoing full time work force of not less than 1,000 employees.
If Borrower shall fail to have met and continue to fulfill the foregoing
covenant, interest on $650,000.00 of the principal amount of the Note will
accrue interest, retroactive to the date hereof, at a rate equal to three
hundred (300) basis points over the rate for one year Treasury Notes in effect
as of the date hereof. Borrower shall make a payment to the Bank under the Note
for all incremental interest at the foregoing higher rate of interest with the
first payment of interest due after the eighteenth (18th) month after the date
hereof; and interest shall thereafter be due and payable under the foregoing
$650,000.00 portion of the Note at the higher rate of interest at all times the
employment covenant set forth in this paragraph (b) is not met.

         (c) The employment levels described in subparagraphs (a) and (b),
above, are to be certified to the Bank, for purposes of administration of the
above agreements, as of May 1, 1998, the date which is eighteen (18) months from
the date hereof, and on May 1 of each year throughout the term of this
Agreement. In order to best ascertain these full-time employment levels, the
Bank will perform monitoring review on a no more frequent than monthly basis, as
set forth below, and require reporting from Borrower as follows:

        a.        Bank staff may, upon reasonable notice to Borrower, visit the
                  Chicopee site.

        b.        Prior to, or during, a site visit, Borrower will provide a
                  "head count" summary report from payroll data in form and in
                  such detail as the Bank may reasonably require.

        c.        The head count report will be certified to at Buyer's
                  election, by Borrower's vice president or payroll manager, or
                  equivalent, as to accuracy and that it does not include any
                  part-time, temporary or contract employees.

        d.        The foregoing report will provide for or be supplemented with
                  an explanation of changes in personnel and identification and
                  explanation of any expected employment changes or activities
                  that would affect maintenance of the minimum employment level
                  during upcoming report period. Borrower will also provide an
                  explanation for employment levels below the minimum during the
                  period ended and plan for improvement.

        e.        Borrower will provide additional information or written
                  response within thirty (30) days in response to requests from
                  Bank staff for information or explanation.

        f.        Borrower will provide certifications and copies to the Bank
                  regarding total number of full time employees at the Chicopee
                  site reported in its most recent reports to EEOC and/or other
                  governmental filings within 30 days of the date or filing of
                  such reports.


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        6. EVENTS OF DEFAULT. If any of the Events of Default set forth below
shall occur and be continuing, Bank may, but shall not be obligated to make
demand for payment and shall have all of the other rights and remedies set forth
in this Loan Agreement in addition to remedies otherwise available at law or in
equity provided that all obligations of Borrower to the Bank shall automatically
become immediately due and payable without demand or notice on occurrence of one
of the events described in (e) or (f) or (g) below:

         (a) failure by Borrower, after notice and the opportunity to cure, to
pay any amount due under this Loan Agreement or when due;

         (b) failure by Borrower to perform, discharge, observe or comply with
any obligation (other than for payment) under any Loan Document in accordance
with the terms thereof;

         (c) any representation, warranty or statement of Borrower to Bank
heretofore, now or hereafter made in connection with any obligation (including
without limitation any made in any document certificate or reporting provided by
Borrower hereunder) is found to have been false or misleading in any material
respect as of the time when made;

         (d) occurrence of any material event of default as defined in any other
instrument evidencing or governing indebtedness of Borrower (other than
obligations to the Bank) now or hereafter outstanding, or any event or condition
which entitles any holder or trustee of such indebtedness to accelerate its
maturity (other than ordinary course disputes with trade vendors being contested
by Borrower in good faith and for which Borrower (as applicable) has established
adequate reserves);

         (e) Borrower's liquidation, termination, dissolution or ceasing to
carry on actively any substantial part of its current business (other than due
to the merger, consolidation or sale of Borrower or all or substantially all of
its assets or corporate stock pursuant to which Borrower will provide notice and
the successor entity will agree in writing to be bound to the terms hereof and
of the Loan Documents);

         (f) commencement by Borrower or Holdings of a voluntary proceeding
seeking relief with respect to itself or its debts under any bankruptcy,
insolvency or other similar law, or seeking appointment of a trustee, receiver,
liquidator or other similar official for it or any substantial part of its
assets; or its consent to any of the foregoing in an involuntary proceeding
against it; or Borrower or Holdings shall generally not be paying its debts as
they become due or admit in writing its inability to do so; or an assignment for
the benefit of, or the offering to or entering into by Borrower or Holdings of
any composition, extension, reorganization or other agreement or arrangement,
other than in the ordinary course of its business, with its creditors;

         (g) commencement of an involuntary proceeding against Borrower or
Holdings seeking relief with respect to it or its debts under any bankruptcy,
insolvency or other similar law, or seeking appointment of a trustee, receiver,
liquidator or other similar official for it or any substantial part of its
assets, which proceeding remains undismissed and unstayed for sixty (60) days;
or entry of an order for relief against either Borrower or Holdings in any such
proceeding;

         (h) service upon Bank of a writ naming Bank as trustee for Borrower or,
or of any other similar process of attachment; or


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         (i) entry of any uninsured, material judgment or judgments or of any
court order or unappealed administrative ruling which in any material way
prevents Borrower from conducting its business in the ordinary course at the
Property.

                  7. RIGHTS AND REMEDIES AFTER AN EVENT OF DEFAULT. Following
the occurrence and during the continuation of an Event of Default, if the Bank
has not already done so, all obligations and liabilities of Borrower to the Bank
shall become immediately due and payable at Bank's option upon notice to
Borrower, except that such acceleration shall be automatic and shall not require
action or notice of any kind after occurrence of an Event of Default described
in Section 6(e), (f) or (g) and the Bank shall have all of the rights and
remedies available to it under the Ground Lease and under the other Loan
Documents. At the Bank's option, all obligations hereunder shall bear interest
payable on demand at the rate per annum three and 50/100 percent (3.5%) in
excess of the then applicable rate provided in the Note (the "Default Rate"). In
addition, the Borrower shall pay to the Bank a late charge of two and one-half
(2.5%) percent of the amount of any payment not made within ten (10) days of the
date it is due.

         Any and all deposits or other sums at any time credited by or due from
the Bank to Borrower shall at all times constitute security for the obligations
under the Note and Loan Documents and may be set-off against any obligations at
any time whether or not they are then due or other security held by Bank is
considered by Bank to be adequate. Any and all instruments, documents, policies
and certificates of insurance, securities, goods, accounts, choses in action,
general intangibles, chattel paper, cash, property and the proceeds thereof
owned by Borrower or in which Borrower has an interest, which now or hereafter
are at any time in possession or control of Bank or in transit by mail or
carrier to or from Bank or in the possession of any third party acting in Bank's
behalf, without regard to whether Bank received the same in pledge, for
safekeeping, as agent for collection or transmission or otherwise or whether
Bank had conditionally released the same, shall constitute security for
obligations of Borrower to the Bank and may be applied at any time to such
obligations which are then owing, whether due or not due.


         8.       GENERAL PROVISIONS.

         a.       Successors and Assigns. This Agreement shall inure to the
                  benefit of and be binding upon Borrower and the Bank and their
                  respective successors and assigns. Whenever a reference is
                  made in this Agreement to "Borrower" or "Bank", such reference
                  shall be deemed to include a reference to the legal
                  representatives, successors and assigns of Borrower or the
                  Bank. Without any limitation of the foregoing, Borrower
                  acknowledges that the Bank may participate with an affiliated
                  agency, the Massachusetts Industrial Finance Agency ("MIFA"),
                  and that, in such instance, all references to "the Bank" in
                  this Agreement and all rights of the Bank under the Loan
                  Documents shall be deemed to refer to and/or be held by both
                  the Bank and MIFA as their interests may appear.

         b.       Severability. If any provision of this Agreement or the
                  application thereof to any person or circumstance shall be
                  invalid or unenforceable to any extent, the remainder of this
                  Agreement and the application of such provisions to other
                  persons or circumstances shall not be affected thereby and
                  shall be enforced to the greatest extent permitted by law.

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         c.       Applicable Law. This Agreement shall be interpreted, construed
                  and enforced according to the laws of the Commonwealth of
                  Massachusetts excluding its conflicts of laws and choice of
                  law provisions.

         d.       No Oral Modifications. Neither this Agreement nor any
                  provisions hereof may be changed, waived, discharged or
                  terminated orally, but only by an instrument in writing signed
                  by the party against whom enforcement of the change, waiver,
                  discharge or termination is sought.

         e.       Cumulative Remedies. The remedies herein provided shall be in
                  addition to and not in substitution for the rights and
                  remedies vested in the Bank in any of the Loan Documents or in
                  law or equity, all of which rights and remedies are
                  specifically reserved by the Bank. The remedies herein
                  provided or otherwise available to the Bank shall be
                  cumulative and may be exercised concurrently. The failure to
                  exercise any of the remedies herein provided shall not
                  constitute a waiver thereof, nor shall use of any of the
                  remedies herein provided prevent the subsequent or concurrent
                  resort to any other remedy or remedies. It is intended that
                  this clause shall be broadly construed so that all remedies
                  herein provided or otherwise available to the Bank shall
                  continue and be each and all available to the Bank until the
                  Indebtedness shall have been paid in full.

         f.       Counterparts. This Agreement may be executed in any number of
                  counterparts all of which taken together shall constitute one
                  and the same instrument, and any of the parties or signatories
                  hereto may execute this Agreement by signing any such
                  counterpart.

         g.       Further Assurance. At any time and from time to time, upon
                  request by the Bank, Borrower will make, execute and deliver,
                  or cause to be made, executed and delivered, to the Bank and,
                  where appropriate, cause to be recorded and/or filed and from
                  time to time thereafter to be re-recorded and/or refiled at
                  such time and in such offices and places as shall be deemed
                  desirable by the Bank, any and all such other and further
                  assignments, security agreements, financing statements,
                  continuation statements, instruments of further assurance,
                  certificates and other documents as may, in the opinion of the
                  Bank reasonably exercised, be necessary or desirable in order
                  to effectuate, complete, or perfect, or to continue and
                  preserve the obligations of Borrower under this Agreement with
                  respect to Borrower's security interest in the Property and
                  the fixtures used in connection therewith except if such
                  execution and delivery shall constitute a default under
                  Holdings Credit Agreement. Upon any failure by Borrower so to
                  do, the Bank may make, execute, record, file, re-record and/or
                  refile any and all such assignments, security instruments or
                  instruments in the nature of security instruments,
                  certificates, and documents for and in the name of Borrower,
                  and Borrower hereby irrevocably appoints the Bank the agent
                  and attorney-in-fact of Borrower so to do.

         h.       Notices. Any and all notices, elections, demands or requests
                  provided for or permitted to be given pursuant to this
                  Agreement (hereinafter in this paragraph h referred to as
                  "Notice") must be in writing and shall be deemed to have been
                  properly given or served if sent by personal delivery or by
                  overnight courier or by depositing same in the United States
                  Mail, postpaid and registered or certified, return receipt
                  requested, and addressed to the addresses hereinafter set
                  forth. All Notices shall be effective upon being personally
                  delivered or upon being sent by overnight courier or upon
                  being deposited in the United States Mail as aforesaid. The
                  time period in which a response to such Notice must be given
                  or any action taken with respect thereto (if any), however,
                  shall commence to run from the date of receipt if personally
                  delivered or sent by overnight courier or, if so deposited in


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                  the United States Mail, the earlier of three (3) business days
                  following such deposit and the date of receipt as disclosed on
                  the return receipt. Rejection or other refusal to accept or
                  the inability to deliver because of changed address for which
                  no Notice was given shall be deemed to be receipt of the
                  Notice sent. By giving at least thirty (30) days prior Notice
                  thereof, any party shall have the right from time to time and
                  at any time during the term of this Agreement to change their
                  respective addresses and each shall have the right to specify
                  as its address any other address within the United States of
                  America. For the purposes of this Agreement:

                  the address of the Bank is:

                  Massachusetts Development Finance Agency
                  75 Federal Street
                  Boston, MA 02110

                  with a copy to:

                  Bartlett, Hackett, Feinberg, Gentilli, Liston, Brown & Phalen,
                    P.C.
                  10 High Street, Suite 920
                  Boston, MA 02110
                  Attn: Joel J. Feinberg, Esq.

                  the address of Borrower is:
                  601 South Harbor Island Boulevard, Suite 200
                  P. O. Box 30101
                  Tampa, FL 33602
                  Attn: Chief Executive Officer

                  With a copy to (which shall not constitute notice):
                  601 South Harbor Island Boulevard, Suite 200
                  P. O. Box 30101
                  Tampa, FL 33602
                  Attn: General Counsel

         i.       Modifications, Etc. Borrower hereby consents and agrees that
                  the Bank may at any time and from time to time, with or
                  without consideration, surrender any property or other
                  security of any kind or nature whatsoever held by it or by any
                  person, firm or corporation on its behalf or for its account,
                  securing the indebtedness of Borrower to the Bank or, with the
                  consent of Borrower and subject to and in accordance with the
                  Holdings Credit Facility, substitute for any collateral so
                  held by it, other collateral of like kind, or of any kind;
                  with the consent of Borrower, agree to modification of the
                  terms of the Note or the Loan Documents; extend or renew the
                  Note or any of the Loan 


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<PAGE>   11

                  Documents for any period; grant releases, compromises and
                  indulgences with respect to the Note or the Loan Documents to
                  any persons or entities now or hereafter liable thereunder or
                  hereunder; and no such action which the Bank shall take or
                  fail to take in connection with the Loan Documents or any of
                  them, or any security for the payment of the indebtedness or
                  for the performance of any obligations or undertakings of
                  Borrower, nor any course of dealing with Borrower or any other
                  person, shall release Borrower's obligations hereunder, affect
                  this Agreement in any way or afford Borrower any recourse
                  against the Bank. The provisions of this Agreement shall
                  extend and be applicable to all renewals, amendments,
                  extensions, consolidations and modifications of the Loan
                  Documents, and any and all references herein to the Loan
                  Documents shall be deemed to include any such renewals,
                  amendments, extensions, consolidations or modifications
                  thereof.

         j.   Attorneys Fees. The Bank in any action arising out of or relating
              to this Loan Agreement or any of the Loan Documents shall be
              entitled to recover its reasonable attorneys fees and costs.

IN WITNESS WHEREOF, the parties have entered into this agreement as of the date
first above written.

                                       SPALDING & EVENFLO COMPANIES, INC.



                                       By:
                                          ------------------------------------- 

                                       Name:
                                            ----------------------------------- 

                                       Title:
                                             ---------------------------------- 


                                       GOVERNMENT LAND BANK



                                       By:
                                          ------------------------------------- 
                                          Michael P. Hogan
                                          Executive Director


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<PAGE>   12




ACKNOWLEDGED AND AGREED TO

EVENFLO & SPALDING HOLDINGS CORPORATION

By:
   -------------------------------------   
Name:
     -----------------------------------   
Title:
      ----------------------------------    



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