EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Ohio
This Employment Agreement (the “Agreement”) is being entered into between EveryWare Global, Inc. (“EVERYWARE”) and Michael Nelson (the “Executive”) as of this 1st day of February, 2013. For and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, EVERYWARE and Executive (sometimes hereafter referred to as the “parties”) agree as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2013, by and among EveryWare Global, Inc. f/k/a ROI Acquisition Corp., a Delaware corporation (the “Company”), and the parties named on the Schedule of Investors attached hereto.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of November 5, 2012, by and between EveryWare Global, Inc., a Delaware corporation f/k/a EveryWare, Inc. (the “Company”), and Andrew Church, an individual (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 21, 2013 between EveryWare Global, Inc. f/k/a ROI Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used, but not otherwise defined herein, have the meanings ascribed to such terms in Section 15.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of May 21, 2013 among EACH OF THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent and Collateral Agent, ONEIDA...Loan and Security Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
This Second Amended and Restated Loan and Security Agreement, dated as of May 21, 2013, among the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Wells Fargo Bank, National Association, with an office located at 100 Park Avenue, 14th Floor, New York, New York 10017, as administrative agent for the Lenders (in its capacity as administrative agent, together with its successors and permitted assigns, and any replacement, the “Administrative Agent” as hereinafter further defined) and as collateral agent for the Lenders (in its capacity as collateral agent, together with its successors and permitted assigns, and any replacement, the “Collateral Agent” as hereinafter further defined), Oneida Ltd., a Delaware corporation (“Oneida”), Anchor Hocking, LLC, a Delaware limited liability company (“A
GOVERNANCE AGREEMENTGovernance Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS GOVERNANCE AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2013, by and between EveryWare Global, Inc. f/k/a ROI Acquisition Corp., a Delaware corporation (the “Company”), and each of Clinton Magnolia Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands, and Clinton Spotlight Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (collectively, “Sponsor”), Monomoy Capital Partners, L.P., a Delaware limited partnership, MCP Supplemental Fund, L.P., a Delaware limited partnership, Monomoy Executive Co-Investment Fund, L.P., a Delaware limited partnership, Monomoy Capital Partners II, L.P., a Delaware limited partnership, and MCP Supplemental Fund II, L.P., a Delaware limited partnership (collectively, the “MCP Funds”). All of the foregoing, collectively, the “Parties” and, each individually, a “Party”. Each capitalized term used, but not otherwise defined, herein has the respective meanin
TERM LOAN AGREEMENT DATED AS OF MAY 21, 2013 AMONG ANCHOR HOCKING, LLC, AS BORROWER AGENT, ONEIDA LTD., AS BORROWER, UNIVERSAL TABLETOP, INC., AS HOLDINGS, VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, DEUTSCHE BANK SECURITIES INC. AND JEFFERIES...Term Loan Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
This TERM LOAN AGREEMENT (“Agreement”) is entered into as of May 21, 2013, among ANCHOR HOCKING, LLC, a Delaware limited liability company (“Anchor”), ONEIDA LTD., a Delaware corporation (“Oneida” and together with Anchor, each individually a “Borrower” and collectively, “Borrowers”), UNIVERSAL TABLETOP, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent.
Monomoy Capital Partners, L.P. MCP Supplemental Fund, L.P. Monomoy Executive Co-Investment Fund, L.P. Monomoy Capital Partners II, L.P. MCP Supplemental Fund II, L.P.EveryWare Global, Inc. • May 28th, 2013 • Blank checks
Reference: Business Combination Agreement and Plan of Merger, dated as of January 31, 2013, by and among EveryWare Global, Inc. f/k/a ROI Acquisition Corp. (the “Company”) and the other parties thereto (the “Merger Agreement”). Each capitalized term used but not defined herein has the meaning ascribed to such term in the Merger Agreement.
EVERYWARE GLOBAL , INC. 2013 OMNIBUS INCENTIVE COMPENSATION PLANEveryWare Global, Inc. • May 28th, 2013 • Blank checks • Delaware
The purpose of this EveryWare Global, Inc. 2013 Omnibus Incentive Compensation Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan is effective as of the date set forth in ARTICLE XV.
EVERYWARE GLOBAL, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
This Employment Agreement (the “Agreement”) is being entered into between EveryWare Global, Inc. (“EVERYWARE”) and Andrew Church (the “Executive”) as of this 21 day of August 2012. For and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, EVERYWARE and Executive (sometimes hereafter referred to as the “parties”) agree as follows:
SUPPLIER AGREEMENTSupplier Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Arkansas
This Supplier Agreement (“Agreement”) between the party listed below (“Supplier”) and Wal-Mart Stores, Inc., Wal-Mart Stores East, LP, Wal-Mart Stores East, Inc., Wal-Mart Stores Texas, LP, Sam’s West, Inc., Sam East, Inc. and affiliates (hereinafter referred to collectively as “Company”) sets forth Supplier’s qualifications and the general terms of the business relationship between Company and Supplier. The parties agree that all sales and deliveries of all Merchandise (as defined below) by Supplier to Company and all Orders (as defined below) by Company will be covered by and subject to the terms of this Agreement, the Standards for Suppliers (which is attached and incorporated by reference) and any Order signed or initialed (electronically or otherwise) by an Authorized Buyer (as defined below) for Company. This Agreement becomes effective on the date shown above and remains effective for the term set forth herein. The execution and submission of this Agreement does not imp
MASTER LICENSE AGREEMENTMaster License Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
LOCKUP AGREEMENTLockup Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
THIS LOCKUP AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2013, by and among EveryWare Global, Inc. f/k/a ROI Acquisition Corp., a Delaware corporation (“Parent”), Monomoy Capital Partners, L.P., a Delaware limited partnership (“Fund I”), MCP Supplemental Fund, L.P., a Delaware limited partnership, Monomoy Executive Co-Investment Fund, L.P., a Delaware limited partnership, Monomoy Capital Partners II, L.P., a Delaware limited partnership (“Fund II”), MCP Supplemental Fund II, L.P., a Delaware limited partnership (collectively, the “MCP Funds”), and Fund I and Fund II, together as the Stockholders’ Representative (together the “Stockholders’ Representative”), on behalf of certain other holders of Company Common Stock named on the Schedule of Sellers attached hereto (together with the MCP Funds, collectively referred to hereinafter as the “Sellers”). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the
AMENDED & RESTATED ADVISORY AGREEMENTAdvisory Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of March 23, 2012 (the “Effective Date”), by and among Oneida Ltd., a Delaware corporation (“Oneida”), EveryWare, Inc., a Delaware corporation (“EveryWare”), Universal Tabletop, Inc., a Delaware corporation (“Tabletop”), Anchor Hocking, LLC, a Delaware limited liability company (“Anchor” and, along with Oneida, EveryWare and Tabletop, each a “Company” and collectively, the “Companies”), and Monomoy Capital Management, LLC, a Delaware limited liability company (“Advisor”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 18.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
This CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into by and between EVERYWARE GLOBAL, INC., its predecessors, affiliates, parent companies, subsidiaries, related business entities, successors, assigns, and all of their current, former, or retired officers, directors, principals, shareholders, owners, members, employees, employee benefit plan fiduciaries, and agents (all in their individual and representative capacities) (hereafter, the “Company” or “EveryWare”), and ANDREW CHURCH, an individual (the “Executive” or “Church”).
AMENDMENT TO THE WARRANT AGREEMENTThe Warrant Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”), made as of May 21, 2013, is by and between ROI Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May [ ], 2013 between EveryWare Global, Inc. f/k/a ROI Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used, but not otherwise defined herein, have the meanings ascribed to such terms in Section 15.
ONEIDA LTD.Letter Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
This letter agreement (this “Agreement”) sets forth our mutual agreement concerning the terms of your continued employment with Oneida Ltd. (the “Company”):
ABL INTERCREDITOR AGREEMENT dated as of May 21, 2013 among WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent under the ABL Credit Agreement, and DEUTSCHE BANK AG NEW YORK BRANCH as the Term Administrative Agent under the Term Credit AgreementAbl Intercreditor Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
This ABL INTERCREDITOR AGREEMENT is dated as of May 21, 2013, and is among WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as ABL Agent (as defined below), DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as the Term Administrative Agent (as defined below) and each additional Representative that may become a party hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Ohio
This Employment Agreement (the “Agreement”) is being entered into between EveryWare Global, Inc. (“EVERYWARE”) and Colin Walker (the “Executive”) as of this 13th day of August 2012. For and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, EVERYWARE and Executive (sometimes hereafter referred to as the “parties”) agree as follows:
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of November 5, 2012, by and between EveryWare Global, Inc., a Delaware corporation f/k/a EveryWare, Inc. (the “Company”), and William Krueger, an individual (the “Director”).
GUARANTEE AND COLLATERAL AGREEMENT among ANCHOR HOCKING, LLC, ONEIDA LTD., each other Grantor from time to time party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent Dated as of May 21, 2013Guarantee and Collateral Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 21, 2013, by and among each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) for the Secured Parties (as hereinafter defined).
