Exhibit 2.18  DATED 28 MAY 2004  AS AMENDED AND RESTATED ON
                     
2004   (1)  WATERFORD WEDGWOOD plc   (2)  ANGLO IRISH BANK CORPORATION plc   
 TERM LOAN AGREEMENT 
  This
  Agreement is subject to theSubordination
  Agreement (as defined within).
   MATHESON
ORMSBY PRENTICE 30 Herbert
Street Dublin 2 Ireland  TEL  + 353 1 619 9000 FAX  + 353 1 619 9010  
   INDEX  1
  Definitions and
  Interpretation2
  The
  Facility3
  Purpose4
  Conditions Precedent5
  Drawdown6
  Interest7
  Repayment8
  Prepayment and
  Cancellation9
  Payments10
  Representations and
  Warranties11
  Undertakings12
  Events
  of Default13
  Increased Costs and
  Illegality14
  Mitigation by the Bank15
  Indemnities16
  Fees17
  Assignment18
  Waiver19
  Severance20
  Set-Off21
  Costs22
  Counterparts23
  Notices24
  Subordination25
  Governing Law and
  JurisdictionSchedule 1Conditions
  PrecedentSchedule 2Form of Drawdown NoticeSchedule 3Compliance CertificateSignatures  
   THIS AGREEMENT as made on 28 May 2004 and amended and restated on
                   2004
BETWEEN  (1)WATERFORD WEDGWOOD plc,a
company incorporated under the laws of Ireland (registered number 11861) having
its registered office at Kilbarry, Waterford,  (the Borrower),  AND  (2)ANGLO IRISH BANK CORPORATION plc of 18/21 St. Stephens Green, Dublin 2,  (the Bank).  WHEREAS:-  The Bank has
agreed to make available to the Borrower a term loan facility upon the terms
and subject to the conditions contained in this Agreement.  NOW IT IS HEREBY AGREED as follows:-  1DEFINITIONS AND INTERPRETATION  1.1Definitions  In this Agreement, except where the context otherwise
requires:-  Affiliate of a person means any subsidiary or holding company (within the
meaning given to such expression by section 155 of the Companies Act 1963) of
that person or any subsidiary of any such holding company;  Availability Period means the period from the date hereof until 30 June 2004;  Base Accounts means the audited accounts of the Borrower for the year ended on
the Base Accounts Date;  Base Accounts Date means 31 March 2003;  Business Day means a day (other than a Saturday or Sunday) on which banks in
Dublin are open for the transaction of business generally and any TARGET Day;  Certified Copy means a copy of an original document certified by a director or the
secretary of the Borrower as being a true and complete copy of such original
then currently in full force and effect;  Compliance Certificate means a certificate in the form of the draft certificate set out in
Schedule 3;  Consent
includes any approval, authorisation, consent, exemption, licence, permission
or registration by, of or from any governmental or other authority or any other
relevant person;  Cost of Funds means in respect of any Interest Period or other period and in
relation to any Drawing or unpaid sum:  1 
   (i)the percentage rate per annum determined by the Banking Federation
of the European Union for the relevant period, displayed on the appropriate
page of the Reuters screen.  If the
agreed page is replaced or service ceases to be available, the Bank may specify
another page or service displaying the appropriate rate after consultation with
the Borrower; or  (ii)(if no such rate is available for the relevant period in relation to
that Drawing) the arithmetic mean of the rates (rounded up to five decimal
places) as supplied to the Bank at its request, quoted by the Reference Banks
to leading Banks in the European interbank market;  as of 11:00am
(Brussels time) on the Quotation Day for the offering of deposits in euro for a
period comparable to the relevant period.  Dangerous Substance means any radioactive emissions and any natural or artificial substance
(whether in the form of a solid, liquid, gas or vapour) the generation,
transportation, storage, treatment, use or disposal of which (whether alone or
in combination with any other substance) and including (without limitation) any
controlled, special, hazardous, toxic, radioactive or dangerous waste, gives
rise to a risk of causing harm to man or any other living organism or damaging
the Environment or public health or welfare;  Defaultmeans
an Event of Default or event or circumstance which with the giving of notice,
the lapse of time or the making of any determination under the Finance
Documents (or any combination of the foregoing) would become such an event;  Drawdown Date means a Business Day during the Availability Period upon which a Drawing
is made;  Drawdown Notice means a notice in or substantially in the form of Schedule 2;  Drawing
means an amount proposed to be drawn down by the Borrower pursuant to clause
5  (Drawdown)or, as the context may require, drawn down and for the time being
the principal amount outstanding thereof;  Environment means all, or any of, the following media, the air (including the
air within buildings and the air within other natural or man-made structures
above or below ground), water (including, without limitation, ground and
surface water) and land (including, without limitation, surface and sub-surface
soil);  Environmental Law means all laws, regulations, codes of practice, circulars, guidance
notices and the like in each case having legal effect in each relevant
jurisdiction concerning pollution, the protection of human health, the
workplace, the Environment or Dangerous Substances.  Environmental Licence means any permit, licence, authorisation, consent or other approval
required by any Environmental Law.  Event of Default means any of the events mentioned in clause 12.1 (Events of Default);  Facility
means the loan facility the terms and conditions of which are set out in this
Agreement;  Facility Amount means 32,500,000 (thirty two million five hundred thousand euro);  Finance Documents means this Agreement, the Subordination Agreement and any other
document designated at any time as a Finance Document by the Bank and the
Borrower;  Financial Indebtedness means any indebtedness in respect of:-  2 
   (a)moneys borrowed or raised;  (b)any amount raised pursuant to any debenture, bond, note, loan stock
or other security;  (c)any amount raised by acceptance under any acceptance credit;  (d)receivables sold or discounted (otherwise than on a non-recourse
basis);  (e)the acquisition cost of any asset to the extent payable before or
after the time of acquisition or possession by the party liable where the advance
or deferred payment is arranged primarily as a method of raising finance or
financing the acquisition of that asset;  (f)leases entered into primarily as a method of raising finance or
financing the acquisition of the asset leased;  (g)any currency swap or interest swap, cap or collar agreement (and,
when calculating the value of any such transaction only the marked to market
value shall be taken into consideration);  (h)amounts raised under any other transaction having the commercial
effect of a borrowing or raising of money; or  (i)any guarantee, indemnity or similar assurance against financial loss
of any person.  Groupmeans the Borrower and its
Subsidiaries from time to time;  Interest Payment Date means the last day of an Interest Period and also, in respect of
any Interest Period which is longer than three months, the last day of each
successive period of three months falling within such Interest Period;  Interest Period means each period for the calculation of interest determined in accordance
with clause 6 of this Agreement;  Liquidity Requirement means any liquidity, reserve ratio, special deposit or similar
requirement (or other requirement having the same or similar purposes) of any
Regulatory Authority whether or not having the force of law (but if not having
the force of law, being a requirement which banks customarily comply with);  Loan
means the aggregate principal amount advanced by the Bank upon and subject to
the terms and conditions of this Agreement and for the time being outstanding;  Margin
means two per cent per annum or such other lower rate per cent per annum as may
be agreed between the Bank and the Borrower from time to time;  Material Adverse
Effect
means a material adverse effect on:  (a)the financial condition, assets,
prospects or business of the Borrower;  (b)the ability of the Borrower to
perform and comply with its obligations under any Finance Document;  or  (c)the validity, legality or
enforceability of any Finance Document;  Party
means a party to this Agreement;  3 
   Quotation Day means, in relation to any period for which an interest rate is to
be determined, two TARGET Days before the first day of that period unless
market practice differs in the European interbank market, in which case the
Quotation Day will be determined by the Bank in accordance with market practice
in the European interbank market (and if quotations would normally be given by
leading banks in the European interbank market on more than one day, the
Quotation Day will be the last of those days);  Reference Banks means Allied Irish Banks plc, The Governor and Company of the Bank
of Ireland and Ulster Bank Ireland Limited;  Regulatory Authority means the Irish Financial Services Regulatory Authority, the
European Central Bank and any fiscal, monetary or other authority in or of
Ireland or any federation, community, association or organisation of which
Ireland shall be a member or any place from which the Bank obtains resources
for its obligations hereunder;  Repayment Date means 18 November 2009or such later date as may be agreed by the
Bank and the Borrower;  Reservations means the principle that equitable remedies are
remedies which may be granted or refused at the discretion of the court, the
limitation of enforcement by laws relating to bankruptcy, insolvency,
liquidation, reorganisation, court schemes, moratoria, administration and other
laws generally affecting the rights of creditors, the time barring of claims
under the Limitation Acts (and similar legislation), the possibility that an
undertaking to assume liability for or to indemnify a person against
non-payment of stamp duty may be void, defences of set-off or counterclaim and
similar principles, rights and defences under the laws of any jurisdiction in
which relevant obligations may have to be performed;  Reserve Asset Cost Rate means in relation to a Drawing or any unpaid sum, the percentage
rate per annum determined by the Bank to be necessary to compensate it for the
cost from time to time of making or maintaining that Drawing or unpaid sum for
the relevant period by reason of any Liquidity Requirement;  Security Interest means any mortgage, charge, pledge, lien, assignment, hypothecation
or security interest, title retention, preferential right, trust arrangement or
other security arrangement or agreement and any other agreement or arrangement
having substantially the same economic effect;  Subordination Agreement means the Subordination Deed dated 28 May 2004 and made between (1)
the Borrower (2) the Bank (3) The Governor and Company of the Bank of Ireland
(4) the USPP noteholders and (5) Barclays Bank plc;  Subsidiary means a subsidiary within the meaning of Section 155 of the
Companies Act, 1963;  TARGET means Trans-European Automated Real-time Gross Settlement Express
Transfer payment system;  TARGET Daymeans any day on which TARGET is open for the settlement of payments
in euro; and  Taxes
includes all present and future taxes, charges, imposts, duties, levies,
deductions, withholding or fees of any kind whatsoever, or any amount payable
on account of or as security for any of the foregoing, by whomsoever on
whomsoever and wherever imposed, levied, collected, withheld or assessed,
together with any penalties, additions, fines, surcharges or interest relating
thereto and Tax and Taxation
shall be construed accordingly.  4 
   1.2Interpretation  In this Agreement, unless the context otherwise requires:-  1.2.1any reference to the Borrower or the Bank shall be
construed so as to include their respective successors and permitted assigns
from time to time;  1.2.2words denoting any gender include all genders and
words denoting the singular include the plural and vice versa;  1.2.3any reference to any agreement (including this
Agreement) or other instrument shall be deemed to be a reference to such
agreement or instrument as amended or replaced from time to time and all
agreements or other instruments supplemental thereto provided where required,
the consent of the Bank has been obtained for such amendment, replacement or
supplement;  1.2.4any reference to any statutory provision, or to any
order or regulation shall be construed as a reference to that provision, order
or regulation as extended, modified, replaced or re-enacted from time to time
(whether before or after the date of this Agreement) and all regulations and
orders from time to time made thereunder or deriving validity therefrom;  1.2.5any reference to a person shall be construed as a
reference to any person, firm, company, corporation, government, state or
agency of a state or any association or partnership (whether or not having
separate legal personality) of two or more of the foregoing;  1.2.6headings are for convenience only and shall not affect
the construction of this Agreement;  1.2.7unless otherwise specified, all references to clauses
and schedules are to clauses of and schedules to this Agreement;  1.2.8unless otherwise specified, all references in this
Agreement to time are references to Dublin
time; and  1.2.9any reference to the court protection, liquidation,
winding-up or dissolution of a company or body corporate or the
appointment of a receiver, manager, examiner or administrator of or in relation
to a company or body corporate or any of its assets shall be construed so as to
include any equivalent or analogous proceedings or, as the case may be, person
under the law of the jurisdiction in which it is incorporated or any jurisdiction
in which it carries on business or has assets or liabilities.  2THE FACILITY  Upon the terms and subject to the conditions of this
Agreement the Bank agrees to make available to the Borrower a term loan
facility of up to but not exceeding the Facility Amount.  3PURPOSE  The Borrower will apply the Loan for general corporate purposes.  Without affecting the obligations of the
Borrower, the Bank is not bound to monitor or verify the application of the
Loan.  4CONDITIONS PRECEDENT  The Facility will become available to the Borrower
when the Bank has received, each in a form and substance reasonably
satisfactory to it, all the documents and other items listed in Schedule 1.  5 
   5DRAWDOWN  Subject to:  5.1satisfaction of the conditions specified in clause 4 (Conditions Precedent);  5.2no Default having occurred;  5.3the Bank having received from the Borrower not later than 10.30 a.m.
(or such later time as the Bank may agree) on the relevant Drawdown Date a duly completed Drawdown Notice
relating to the proposed Drawing to be made on such date,  the Borrower may draw down the Facility Amount by
means of one or more (but not more than three) Drawings (each in the minimum
amount of 1,000,000) on any Business Day during the Availability Period.  Each Drawdown Notice served under this clause
shall be irrevocable and the Borrower will be obliged to borrow accordingly.
Any part of the Facility Amount not drawn down by the end of the Availability
Period will be cancelled and will not thereafter be available to the Borrower.  6INTEREST  6.1Interest Periods  6.1.1Interest will accrue on each Drawing by reference to
successive periods (each an Interest Period)
the duration of which will be determined in accordance with the provisions of
this clause.  6.1.2Subject to clause 6.1.3 below, the Borrower may select
the duration (being one, two, three, six or twelve  months duration or, with the consent of the
Bank, other durations) of the Interest Period for each Drawing. Such selection
shall be made in the Drawdown Notice relating to a Drawing or, as the case may
be, by a notice received by the Bank on the third Business Day before the
beginning of the relevant Interest Period. If the Bank shall not have so received
notice of any such selection in respect of any Interest Period then such
Interest Period shall be of the duration of three months.  6.1.3For the purpose of determining the duration of any
Interest Period:  (a)each Interest Period relating to a Drawing shall commence on the
Drawdown Date relating to such Drawing or, as the case may be, forthwith on the
expiry of the preceding Interest Period;  (b)if any Interest Period would end on a day which is not a Business
Day, such Interest Period shall be extended to the next Business Day;  (c)if any Interest Period commences on the last Business Day in a
calendar month or if there is no corresponding date in the calendar month in
which an Interest Period is due to end, then such Interest Period shall end on
the last Business Day in the relevant later month; and  (d)no Interest Period may expire after the Repayment Date.  6.2Rate of Interest.The
rate of interest applicable to a Drawing for an Interest Period shall be the
rate per cent per annum determined by the Bank to be the aggregate of:-  (a)the Margin;  (b)Cost of Funds relative to that Interest Period; and  6 
   (c)the Reserve Asset Cost Rate (if any) relative to that Interest
Period.  6.3Interest Roll Up.  All interest which has
accrued shall be capitalised and be added to and form part of the Drawing on
which it has accrued.  6.4Basis of calculation.
All interest and other amounts calculated on an annual basis under this
Agreement shall accrue from day to day and be calculated on the basis of the
actual number of days elapsed and a 360-day year (or such other number of
days in a year as the Bank may determine from time to time corresponds with
normal banking practice) and shall be due as well after judgement or demand as
before. Any certificate or determination by the Bank as to any rate of interest
applicable under this Agreement shall, in the absence of manifest error, be
conclusive and binding on the Borrower.  7REPAYMENT  Subject to the terms of the Subordination Agreement
the Borrower shall repay the Loan in full (together with accrued but unpaid
interest and any other amounts outstanding under this Agreement) on the
Repayment Date.  8PREPAYMENT AND CANCELLATION  8.1Voluntary Prepayment  Subject to the terms of the Subordination Agreement
the Borrower may prepay (together with accrued interest on the amount so
prepaid) the whole or any part of any Drawing on the last day of any Interest
Period applicable thereto provided that:-  8.1.1the Bank shall, not less than 2 Business Days before
the date of such prepayment, have received from the Borrower notice of its
intention to make such prepayment and specifying the amount to be prepaid; and  8.1.2the amount of any partial prepayment shall be in a minimum
amount of 1,000,000.  8.2No
redrawing  Any amount prepaid or cancelled under this Agreement
shall not be available for redrawing.  8.3Notice of prepayment irrevocable  Any notice of intended prepayment given in accordance
with the provisions of this clause shall be irrevocable and the Borrower shall
be bound to make prepayment in accordance therewith.  8.4Interest and breakage costs  All prepayments under this Agreement shall be made
together with all accrued but unpaid interest on the amount prepaid and all
amounts, if any, payable under clause 15 (Indemnities)
in respect of such prepayment.  8.5No other entitlement to prepay  The Borrower shall not be entitled to prepay the Loan
or any part thereof otherwise than in accordance with this clause.  7 
   9PAYMENTS  9.1Place
and Funds  All payments due to be made by the Borrower under this
Agreement shall be made to the Bank in euro in immediately available and freely
transferable cleared funds not later than 11 am (local time in place of
payment) on the due date to such account at such office or bank as it may
notify in writing from time to time to the Borrower for this purpose.  9.2Non Business Days  If a payment under this Agreement is due on a day which
is not a Business Day, the due date for that payment shall instead be the next
Business Day in the same calendar month (if there is one) or the preceding
Business Day (if there is not).  
Interest and fees shall be adjusted accordingly.  9.3Default interest  If default is made in the payment on the due date of
any sum payable under the Finance Documents, interest shall accrue thereon from
and including the date of such default to the date of actual payment calculated
(as well after as before judgment) at the rate determined by the Bank to be one
per cent per annum above the aggregate of:  9.3.1the Margin; and  9.3.2the Cost of Funds and the Reserve Asset Cost Rate, if
any, in each case for such successive periods as the Bank may determine from
time to time in respect of amounts comparable with the sum not paid, and shall
be payable by the Borrower on demand.  9.4Tax gross up  All payments by the Borrower under this Agreement
(whether in respect of principal, interest, fees or otherwise howsoever) shall
be made in full, without any deduction or withholding (whether in respect of
set-off, counterclaim, duties, taxes, charges, levies or otherwise howsoever)
unless the Borrower shall be prohibited by law from so doing, in which event
the Borrower shall:  9.4.1ensure that the deduction or withholding does not
exceed the minimum amount legally required;  9.4.2pay to the Bank such additional amount as will ensure
that the net amount received by the Bank will equal the full amount which would
have been received and retained by it had no such deduction or withholding been
made provided that:-  (a)the Borrower shall not be obliged to pay such additional amount to
the Bank if a payment could have been made to the Bank without deduction or
withholding had the Bank complied with its obligations under clause 9.6; and  (b)the Borrower shall not be obliged to immediately pay any such
additional amount but instead it shall be added to and form part of the Loan;  9.4.3pay to the relevant taxation or other authorities
within the period for payment permitted by applicable law the full amount of
the requisite deduction or withholding (including the full amount of any
deduction or withholding from any additional amount payable pursuant to clause
9.4.2); and  8 
   9.4.4furnish to the Bank promptly after receipt, and in any
event within sixty days of making such deduction or withholding an official
receipt (or other evidence of payment reasonably satisfactory to the Bank) of the
applicable taxation or other authorities involved for all amounts deducted or
withheld as aforesaid.  9.5Tax credits  9.5.1If the Borrower makes a payment under Clause 9.4.2 (a
tax payment) in respect of a
payment to the Bank under this Agreement and the Bank obtains a refund of tax
or a credit against tax attributable to that tax payment (a tax credit) then the Bank shall reimburse
the Borrower such proportion of that tax credit as will leave the Bank (after
that reimbursement) in no better or worse position than it would have been in
if no tax payment had been made.  9.5.2Clause 9.5.1 does not in any way limit the obligations
of the Borrower under the Finance Documents.  9.5.3The Bank is not obliged to take any steps under clause
9.5.1 if in the opinion of the Bank (acting reasonably) to do so might be
prejudicial to it.  9.5.4The Borrower shall indemnify the Bank for all costs
and expenses reasonably incurred by the Bank as a result of steps taken under
this clause 9.5.  9.6Co-Operation  The Bank and
the Borrower will co-operate in completing any procedural formalities necessary
for the Borrower to obtain authorisation to enable it to make payments to the
Bank without any deduction or withholding for or on account of Tax.  9.7Payments subject to Subordination Agreement  All payments under this Agreement are subject to the
terms of the Subordination Agreement.  10REPRESENTATIONS AND WARRANTIES  10.1Representations and Warranties  To induce the
Bank to enter into this Agreement and to make and maintain the Loan the
Borrower hereby makes the following representations and warranties to the Bank
as of the date hereof and as of the Drawdown Date and each Interest Payment
Date as if made on each such day with reference to the facts and circumstances then
subsisting:-  10.1.1Status:Subject to the Reservations it is duly
incorporated and validly existing under the laws of Ireland as a separate legal entity with limited liability and
unlimited duration which is subject to suit in its own name and has the power
and authority to own its property and assets and to carry on its business as it
is being conducted;  10.1.2Power and authority:Subject to the Reservations it has the power
for and has taken all necessary action to authorise the execution and delivery
of each Finance Document to which it is a party and the performance of its
obligations thereunder and the transactions contemplated thereby;  10.1.3Legal obligation:Subject to the Reservations
each Finance Document to which it is or will be a party constitutes or will
when executed constitute its legal, valid and binding obligation enforceable in
accordance with its terms;  9 
   10.1.4Non-conflict:Subject to the Reservations neither the
execution or delivery of the Finance Documents nor the borrowing of the
Facility Amount nor the performance by it of any of its obligations under the
Finance Documents will:-  (a)contravene any applicable law or regulation or judicial or official
order;  (b)conflict in any material respect with, or result in any material
breach of any of the terms of, or constitute a default under, or result in the
creation or imposition of any Security Interest on or over the whole or any
part of its undertaking or assets pursuant to any agreement or other instrument
to which it is a party or is subject or by which it is bound which agreement or
instrument is material to the carrying on of its business;  (c)violate any material provision of its Memorandum or Articles of
Association or other constitutional documents; or  (d)cause any limitation on its powers or the powers of its board of
directors (whether in respect of borrowings or otherwise) to be exceeded;  10.1.5Information:all factual information furnished by it to
the Bank in connection with the negotiation of this Agreement was and remains
true and complete in all material respects and, to the best of its knowledge
and belief, there is no other fact or circumstance relating to its affairs
which has not been disclosed to the Bank the omission of which would make any
of such information misleading in any material respect;  10.1.6Base Accounts:without prejudice to the generality of
paragraph 10.1.5 above:-  (a)the Base Accounts give a true and fair view of its financial condition
and the financial condition of the
Group on a consolidated basis (disclosing all liabilities, contingent or
otherwise) as at the Base Accounts Date and the results of its and the Groups operations during the
financial year ended on the Base Accounts Date; and  (b)such accounts have been prepared in accordance with accounting
principles and policies which are generally accepted in Ireland and which have
been applied consistently with former years in relation to its accounts and those of the Group.  10.1.7Litigation:no litigation, arbitration or
administrative proceeding before or of any court, tribunal or governmental
authority is presently pending or, to the best of its knowledge, information
and belief, threatened against it or against any of itsassets
which would have  a Material Adverse
Effect;  10.1.8No default:no Default has occurred and is subsisting
which has not been waived;  10.1.9No Breaches: the Borrower is not (and/or
would not with the giving of notice or lapse of time or the satisfaction of any
other condition or any combination thereof be) in breach of or in default in
any material respect under any agreement to which it is a party or by which it
may be bound which agreement is material to the carrying on of its business as
that business is being carried on as at the date of this Agreement;  10.1.10Consents:it has obtained all material Consents
necessary for:  (a) it to carry on its
business in the ordinary course and (b) the execution, delivery or performance
of the Finance Documents (to which it is or will be a party) and such Consents
are in full force and effect and there has been no material default in the
observance of the conditions or  10 
   restrictions
(if any) imposed in, or in connection with, any of the same which would have a
Material Adverse Effect; and  10.1.11Ranking:Subject to the terms of the Subordination
Agreement, its obligations under the Finance Documents will be its direct,
general and unconditional obligations and rank or, as the case may be, will
rank at least pari passu with all its other present and future unsecured and
unsubordinated indebtedness except for any obligations mandatorily preferred by
law applying to creditors generally.  10.2Repetition  10.2.1The representations and warranties
contained in clauses 10.1.1 to 10.1.4, 10.1.7, 10.1.8 and 10.1.11.  (Representations
and Warranties) shall be deemed to be made as of each Drawdown Date
and to be repeated by the Borrower on and as of each Interest Payment Date as
if made with reference to the facts and circumstances existing on each such
date.  10.2.2Additionally, the Borrower shall be deemed to
represent and warrant as at each Interest Payment Date in respect of the then
latest audited accounts of the Borrower delivered to the Bank under clause 11.2
(Information) that:  (a)such accounts give a true and fair view of the financial condition
of the Borrower (disclosing all liabilities, contingent or otherwise) as at the
date to which such accounts were made up and the results of its operations
during the financial year ended on such date; and  (b)such accounts have been prepared in accordance with generally
accepted accounting principles and policies in Ireland and which have been
applied consistently with former years in relation to the accounts of the
Borrower.  10.3Effect of investigation  The rights and remedies of the Bank in respect of any
misrepresentation or breach of warranty on the part of the Borrower shall not
be prejudiced or affected by any investigation of the Borrower or any other
person by or on behalf of the Bank or without limitation any other act or
matter which, but for this provision, would or might prejudice or affect any
such rights or remedies.  11UNDERTAKINGS  11.1General
Undertakings  The Borrower undertakes with the Bank that, so long as
the Bank remains under any obligation under this Agreement or any moneys or
obligations are outstanding under this Agreement:  11.1.1Ranking:subject to the terms of the Subordination
Agreement it will ensure that its obligations under the Finance Documents shall
at all times rank at least pari passu
with all its other present and future unsecured and unsubordinated
indebtedness;  11.1.2Compliance with laws:it will comply with all applicable
laws and regulations of any governmental authority, whether domestic or
foreign, having jurisdiction over it or any of its assets, where failure to
comply with any such laws or regulations would have a Material Adverse Effect;  11.1.3Insurances:it will maintain insurances on or in
relation to its business and assets with underwriters and insurance companies
of repute against such risks of the kinds customarily  11 
   insured
against by, and in amounts reasonably and commercially prudent for, companies
carrying on similar businesses;  11.1.4Conduct of business:it will not without the prior
written consent of the Bank make any substantial change in the nature of that
business;  11.1.5Environmental matters: it will:  (a)obtain all requisite Environmental Licences and comply with (i) the
terms and conditions of all Environmental Licences applicable to it and (ii)
all other applicable Environmental Law, in
each case where failure to do so would have a Material Adverse Effect; and  (b)promptly upon receipt of the same, notify the Bank of any claim,
notice or other communication served on it in respect of any alleged breach of
or corrective or remedial obligation or liability under any Environmental Law which would, if substantiated, have a
Material Adverse Effect.  11.2Information  The Borrower
undertakes with the Bank that, so long as the Bank remains under any obligation
hereunder or any moneys or obligations are outstanding under this Agreement, it
will supply to the Bank:-  11.2.1Audited Accounts.as soon as same are available (and in any
event within 120 days of the end of each of its financial years) its audited
accounts for that financial year and
the audited consolidated accounts of the Group (it shall ensure that the
financial statements delivered by it under this clause are prepared on a
consistent basis and in accordance with accounting principles generally
accepted in Ireland and consistently applied);  11.2.2Shareholder documents.all documents despatched by it to its
shareholders (or any class of them) generally, or its creditors (or any class
of them), in each case, at the same time as they are despatched;  11.2.3Litigation.promptly upon becoming aware of them, details
of any litigation, arbitration or administrative proceedings which are current,
threatened or pending, and which might, if adversely determined, have a
Material Adverse Effect;  11.2.4Notify defaults and petitions.it will give notice to the Bank of the
occurrence of any Default (and the steps, if any, being taken to remedy it) and
of any presentation of a petition to appoint an examiner or liquidator or
analogous official to it or any other
member of the Group, in each case promptly upon becoming aware of the same;  11.2.5Other information.promptly, such further information in its
possession or control regarding its business, assets and financial condition
and operations as the Bank may reasonably request; and  11.2.6Compliance Certificates.at the same time as each set of accounts
specified in clause 11.2.1 is delivered to the Bank, and promptly at any other
time, if the Bank so requests, a certificate signed by one of its directors
certifying that no Default is outstanding which 
has not been waived or, if a Default is outstanding which has not been
waived, specifying the Default and the steps, if any, being taken to remedy it.  12 
   12EVENTS OF DEFAULT  12.1Events of Default  There shall be an Event of Default if:-  12.1.1Non-payment.the Borrower fails to pay any amount
expressed to be payable by it in or pursuant to any Finance Documents at the
time or otherwise in the manner specified in such Finance Document Provided that such failure shall not be an
Event of Default if it occurs solely from any technical or administrative
difficulties relating solely to the transfer of such amount and such failure is
remedied within 5 Business Days after the due date for payment; or  12.1.2Breach of other obligations.the Borrower for any reason fails duly and
promptly to perform or observe any of the other terms and conditions expressed
to be binding on or undertaken by it in or pursuant to any Finance Documents
and either such default is incapable of remedy or, if it is capable of remedy,
it continues unremedied for 14 days after notice thereof has been given by the
Bank to the Borrower; or  12.1.3Misrepresentation.any statement, representation or warranty
given or made (or deemed to be given or made) by the Borrower in or pursuant to
any Finance Documents or in any notice, certificate or statement, delivered or
made pursuant to any Finance Documents is or would, if given or made at any
time after the date hereof by reference to the facts subsisting at that time,
be incorrect or untrue in any material respect; or  12.1.4Cross acceleration.any other Financial Indebtedness of the
Borrower (exceeding in aggregate
10,000,000 or equivalent) is not paid at its stated maturity (or within
any applicable period of grace allowed by the terms of the agreement or
instrument constituting or evidencing the same) or, if payable on demand, when
demanded; or  12.1.5Ceasing to carry on business.the Borrower ceases to carry on its
business or any substantial part thereof (save for the purpose of and followed
by an amalgamation or reconstruction on terms previously approved by the Bank);
or  12.1.6Insolvency:  (i)the Borrower is, or is deemed
for the purposes of any law to be, unable to pay its debts as they fall due or
to be insolvent, or admits inability to pay its debts as they fall due; or  (ii)the Borrower suspends making
payments on all or any class of its debts or announces an intention to do so,
or a moratorium is declared in respect of any of its indebtedness; or  (iii)the Borrower, by reason of
financial difficulties, begins negotiations with one or more of its creditors
with a view to the readjustment or rescheduling of any of its indebtedness; or  (iv)any step (including petition,
proposal or convening a meeting) is taken with a view to a composition,
assignment or arrangement with any creditors of the Borrower; or  13 
   12.1.7Insolvency proceedings  (i)a meeting of the Borrower is
convened for the purpose of considering any resolution for (or to petition for)
its winding-up, bankruptcy, court protection or administration or any such
resolution is passed; or  (ii)any person presents a petition
(other than one which is frivolous or vexatious and which is being contested in
good faith by the Borrower) for the court for the winding-up, bankruptcy court
protection or administration of the Borrower; or  (iii)an order for the winding-up,
bankruptcy, court protection or administration of the Borrower is made;  or  (iv)any other step (including
petition, proposal or convening a meeting) is taken with a view to the court
protection, rehabilitation, administration, custodianship, liquidation,
winding-up or dissolution of the Borrower or any other insolvency proceedings
involving the Borrower; or  12.1.8Appointment of receiver etc.  (i)any liquidator, examiner,
trustee in bankruptcy, judicial custodian, compulsory manager, receiver,
administrative receiver, administrator or the like is appointed in respect of
the Borrower or any material part of its assets; or  (ii)the directors of the Borrower
request the appointment of a liquidator, examiner, trustee in bankruptcy,
judicial custodian, compulsory manager, receiver, administrative receiver,
administrator or the like; or  (iii)any other steps are taken to
enforce any Security Interest over any material part of the assets of the
Borrower; or  12.1.9Creditors process.any attachment, sequestration, distress or
execution affects any material asset of the Borrower and is not discharged within 28 days; or  12.1.10Analogous Proceedings.any event anywhere occurs in relation to
the Borrower which, is analogous with any of those mentioned in clauses 12.1.6
to 12.1.9; or  12.1.11Ineffectiveness of any Consent.any material Consent necessary for the
carrying on by the Borrower of its business in the ordinary course or for the
execution, delivery or performance of any Finance Document or the use of the
Facility is withdrawn or revoked or expires or is modified or made subject to
any condition which in the opinion of the Bank would have a Material Adverse
Effect; or  12.1.12Control of the Borrower.the Borrower becomes controlled by any
person or persons not controlling it at the date of this Agreement.  For the purposes of this clause, control in
relation to the Borrower means the power to control the composition of the
majority of the board of directors of the Borrower or otherwise control its
affairs.  12.2Rights of Bank.  Subject to the terms of the Subordination
Agreement the Bank may, upon and at any time after the happening of an Event of
Default so long as the same is
continuing, by notice to the Borrower declare that:  12.2.1any obligation of the Bank to advance any Drawing
shall be terminated, whereupon such obligation shall be terminated forthwith;
and/or  14 
   12.2.2the Loan has become immediately due and payable,
whereupon, the Borrower shall forthwith repay the same together with all
interest accrued and all other sums payable under the Finance Documents; and/or  12.2.3the Loan has become due and payable on demand,
whereupon the Loan and all interest and other sums payable under the Finance
Documents shall at all times after such declaration be due and payable
forthwith on demand.  13INCREASED COSTS AND ILLEGALITY  13.1Increased Costs  13.1.1Subject to the proviso below, the Borrower shall pay to
the Bank the amount of any Increased Costs incurred by the Bank or any of its
Affiliates as a result of:  (a)the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation made after the date of this
Agreement; or  (b)compliance with any law or regulation made after the date of this
Agreement,  Provided
always that the amount of such Increased Costs shall not be immediately paid by
the Borrower but instead shall be added to and form part of the Loan.  13.1.2In this Agreement Increased Costs
means:  (a)a reduction in the rate of return from the Facility or on the Banks
(or its Affiliates) overall capital;  (b)an additional or increased cost; or  (c)a reduction of any amount due and payable under any Finance
Document,  which is
incurred or suffered by the Bank or any of its Affiliates to the extent that it
is attributable to the Bank funding or performing its obligations under any
Finance Document.  13.2Increased Cost claims:  13.2.1The Bank shall notify the Borrower of any event giving
rise to a claim under clause 13.1 (increased
costs);  13.2.2The Bank shall, as soon as practicable after making
demand, provide a certificate confirming the Increased Costs.  13.3Exceptions:Clause 13.1 (Increased
Costs) does not apply to the extent any Increased Cost is:  13.3.1compensated for by clause 9.4.2 (Tax Gross Up);  13.3.2compensated for by clause 15.1 (General
indemnity);  13.3.3compensated for by the payment of the Reserve Asset
Cost Rate;  13.3.4any change in the rate of Tax on the overall net
income of the Bank (or the overall net income of a division or branch of the
Bank) imposed in the jurisdiction in which its principal office or facility
office for the time being is situate; or  15 
   13.3.5attributable to the wilful breach by the Bank or its
Affiliates of any law or regulation or otherwise to its negligence or wilful
default.  13.4Illegality.  13.4.1Illegality.Notwithstanding anything herein contained,
if any law, regulation, treaty or official directive, or any change therein or
in the interpretation or application thereof by any authority charged with the
administration thereof or by any court shall make it unlawful for the Bank to make,
maintain or fund the Drawings or to give effect to its obligations as
contemplated hereby (an Illegality), the Bank may by written notice thereof to
the Borrower declare that the Banks obligations shall be terminated forthwith
whereupon such obligations shall be so terminated and the Borrower will repay
forthwith (or at the end of such period as the Bank shall in its discretion
have agreed) the whole of the Facility together with accrued interest thereon,
accrued commitment fee and all other amounts payable to the Bank
hereunder.  The Availability Period
shall, if it has not already done so, thereupon terminate.  14MITIGATION BY THE BANK  14.1Mitigation:  14.1.1The Bank shall (in consultation with the Borrower),
take all reasonable steps to mitigate any circumstances which arise and which
would result in any amount becoming payable under or pursuant to any of clause
13.4 (Illegality),clause 9.4 (Tax gross up) or clause 13.1 (Increased
costs) including (but not limited to) transferring its rights and
obligations under the Finance Documents to another Affiliate or facility office
(if applicable).  14.1.2Clause 14.1.1 above does not in any way limit the
obligations of the Borrower under the Finance Documents.  14.2Limitation of liability:  14.2.1The Borrower shall indemnify the Bank for all costs
and expenses reasonably incurred by the Bank as a result of steps taken by it
under clause 14.1 (Mitigation).  14.2.2The Bank is not obliged to take any steps under clause
14.1 (Mitigation) if, in the opinion of the
Bank (acting reasonably), to do so might be prejudicial to it.  15INDEMNITIES  15.1General indemnity  The Borrower shall on demand indemnify the
Bank against any liability loss or expense which the Bank shall certify as
incurred by it as a consequence of:  15.1.1any default in payment by the Borrower of any sum
under any Finance Document when due;  15.1.2the occurrence of any Default;  15.1.3any repayment or prepayment of any Drawing or part
thereof being received otherwise than on the last day of an Interest Period;  15.1.4any repayment or prepayment of any Drawing or part
thereof being received (whether or not on the last day of any Interest Period)
during any period in respect of which the rate of interest payable on such
Drawing has been fixed; or  16 
   15.1.5any Drawing not being made for any reason directly
attributable to the Borrower after a notice of drawdown therefor has been
given; or  15.1.6any prepayment not being made after a notice of
prepayment therefor has been given;  including in any such case, but not limited to, any
loss or expense incurred in maintaining or funding the Loan or any Drawing or
other sum or in liquidating or re-employing deposits from third parties
acquired or contracted for in order to effect or maintain the same or in
unwinding or redeploying any arrangement entered into to fix for any period the
interest rate payable hereunder.  Provided always that any amount payable by the
Borrower to the Bank under this clause shall not be immediately paid by the
Borrower but instead shall be added to and form part of the Loan.  15.2Currency
indemnity  If, under any applicable law, whether as a result of a
judgement against the Borrower or the liquidation of the Borrower (or for any
other reason) any payment under or in connection with the Finance Documents is
made or is recovered in a currency (the judgement currency) other than that
in which it is required to be paid under the Finance Documents (the agreed
currency) then, to the extent that the payment to the Bank (when converted at
the rate of exchange on the date of payment or, in the case of a liquidation,
the latest date for the determination of liabilities permitted by the
applicable law) falls short of the amount unpaid under the Finance Documents,
the Borrower shall, as a separate and independent obligation, fully indemnify
the Bank against the amount of the shortfall. 
For the purposes of this clause, rate of exchange means the rate at
which the Bank is able on the relevant date to purchase the agreed currency in
such foreign exchange market as it, in its absolute discretion, may determine
with the judgement currency.  16FEES  The Borrower will pay to the Bank on the signing of
this Agreement an arrangement fee in an amount agreed between the Bank and the
Borrower.  This fee shall be paid out of
the Loan and the Bank may deduct the same from the Loan on drawdown.  17ASSIGNMENT  17.1The Borrower shall not assign or transfer all or any part of its
rights, benefits and/or obligations under this Agreement.  17.2The Bank may, without the consent of the Borrower, grant a
participation in or make an assignment or transfer or otherwise dispose of the
whole or any part or parts of its rights, benefits and obligations under this
Agreement.  17.3For the purposes of any such participation, assignment, transfer or
disposal and any sub-participation, the Bank may disclose information about the
Borrower and its Subsidiaries and the financial condition of the Borrower and
its Subsidiaries as shall have been made available to the Bank by the Borrower
(but only if the person to whom such information is disclosed shall first have
entered into a confidentiality undertaking in a form reasonably satisfactory to
the Borrower) or which is publicly available.  17.4The expression Bank wherever used in this Agreement shall, to the
extent of its interest for the time being herein, include every successor in
title, participant, assignee, transferee or party to whom a disposal is made as
aforesaid.  17 
   18WAIVER  No omission or delay on the part of the Bank in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise thereof or of any other right,
power or privilege.  The rights and
remedies herein provided are cumulative with and not exclusive of any rights or
remedies provided by law.  19SEVERANCE  If at any time any provision hereof is or becomes
illegal, invalid or unenforceable in any respect under the law of any
jurisdiction, neither the legality, validity or enforceability of the remaining
provisions hereof nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction shall in any way be affected
or impaired thereby.  20SET-OFF  Without prejudice to and in addition to any right of
set-off or right to combine accounts or other similar right the Borrower
authorises the Bank to apply any credit balance (whether matured or not) to
which the Borrower is entitled on any account of the Borrower with the Bank in
satisfaction of any sum due and payable from the Borrower to the Bank under the
Finance Documents but unpaid; for this purpose the Bank is authorised to
purchase (at such rate of exchange and in such foreign exchange market as it in
its absolute discretion, may determine) with the moneys standing to the credit
of any such account such other currencies as may be necessary to effect such
application.  21COSTS  All costs and other expenses, including legal fees and
expenses, reasonably incurred by the Bank in connection with the negotiation,
preparation and execution of the Finance Documents or in preserving, perfecting
or enforcing or seeking to preserve, perfect or enforce any of the Banks
rights under or in connection with the Finance Documents shall be reimbursed by
the Borrower to the Bank upon demand.  22COUNTERPARTS  This Agreement may be executed in any number of
counterparts in which case this Agreement shall be as effective as if all
signatures and other executions on the counterparts were on a single copy of
this Agreement and any Party may enter this Agreement by executing a
counterpart.  23NOTICES  Any notice or communication or demand to be given or
made pursuant to this Agreement shall be given or made by prepaid registered or
recorded delivery post or by fax or cable or by hand delivery addressed and
sent to the Party to be served at the following addresses:  to the Bank
  at:
  18/21 St
  Stephens Green, Dublin 2fax number:
  616 2429attention:
  Paul
  Stephensto the
  Borrower at:
  1-2 Upper
  Hatch Street, Dublin 2, Irelandfax number
  00 353 1 478
  4863attention:
  Company
  Secretary  or such other address and/or telex and/or fax number
as the Party changing its address and/or telex and/or fax number may notify to
the other.  Except where receipt is
expressly required by the terms  18 
   of this Agreement, any such notice, communication or
demand, if given or made by prepaid registered or recorded delivery post, shall
be deemed to have been duly given or made two Business Days after the same was
posted (and in proving such it shall be sufficient to prove that the envelope
containing the same was posted) and, if given or made by telex, fax or cable,
shall be deemed to have been duly given or made at the time of despatch.  24SUBORDINATION  The parties acknowledge and agree that this Agreement
is subject to the Subordination Agreement.  25GOVERNING LAW AND JURISDICTION  25.1Governing Law  This Agreement shall be governed by and construed in
accordance with the laws of Ireland.  25.2Jurisdiction  It is irrevocably agreed for the exclusive benefit of
the Bank that the courts of Ireland are to have jurisdiction to settle any
disputes which may arise out of or in connection with this Agreement and that
accordingly any suit, action or proceeding arising out of or in connection with
this Agreement (in this clause referred to as Proceedings) may be brought in
such courts.  Nothing in this clause
shall limit the right of the Bank to take Proceedings against the Borrower in
any other court of competent jurisdiction, nor shall the taking of Proceedings
in one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction, whether concurrently or not.   IN WITNESS WHEREOF this Agreement has been duly executed on the date shown at the
beginning of this Agreement.  19 
   SCHEDULE 1  Conditions Precedent   The documents
and other items referred to in clause 4 (conditions
precedent)are as follows:  1.this Agreement duly signed on behalf of the Borrower;  2.a Certified Copy of the memorandum and articles of association of
the Borrower;  3.a Certified Copy of a resolution of the board of directors of the
Borrower authorising acceptance of the Facility by the Borrower and designating
named individuals to sign this Agreement and generally to operate the Facility
on its behalf;  4.three sets of specimen signatures, authenticated by the secretary of
the Borrower, of the individuals designated by the resolution referred to in
paragraph 3 above; and  5.Any security required by the Bank.  20 
   SCHEDULE 2  Form of Drawdown Notice   To:Anglo Irish Bank Corporation plc  For the
attention of Paul Stephens       20   Dear Sirs  Loan Agreement dated 2004 between (1) us as
borrower and (2) you as lender  We wish to
drawdown a Drawing under the above loan agreement as follows:  (a)Drawdown
Date:           
           2004  (b)Amount:
  (c)Bank
Account to which proceeds are to be
paid:            We confirm
that: -  (i)the
matters represented by us and set out in the relevant sub-clauses of clause
10  (Representations
and Warranties) of the Loan Agreement as being expressed to be
repeated are true and accurate on the date of this notice as if made on such
date; and  (ii)no
Default, as defined in the Loan Agreement, has occurred and is continuing
unwaived or would result from the drawing of the proposed Drawing.   Yours faithfully   For and on
behalf of WATERFORD WEDGWOOD plc   Authorised
  Signatory  21 
   SCHEDULE 3  Compliance Certificate   To:Anglo Irish Bank Corporation plc  For the attention
of:        Paul Stephens  Date:   Dear Sirs  We hereby
certify pursuant to clause 11.3 (Information) of the Loan Agreement dated
 2004 between (1) us as borrower and (2) you as lender (the Agreement)
that: -  1.No
Default (as defined in the Agreement) has occurred and is subsisting which has
not been waived.  2.The
accounts forwarded herewith have been prepared in accordance with the same
accounting principles and policies as were adopted in the preparation of the
Base Accounts (as defined in the Agreement).  Yours
faithfully   For and on
behalf of WATERFORD WEDGWOOD plc   Finance
  Director  22 
   SIGNATURES  SIGNED for and on behalf oftheBorrowerin the
  presence of:Authorised SignatoryWitnessAddressOccupationSIGNED for and on behalf oftheBankin the
  presence of:-Authorised SignatoryWitnessAddressOccupation  23 
   DATED 28 MAY 2004  AS AMENDED AND RESTATED ON
            2004   (1)  WATERFORD WEDGWOOD plc   (2)  ANGLO IRISH BANK CORPORATION plc   
 TERM LOAN AGREEMENT 
   MATHESON ORMSBY PRENTICE 30 Herbert
Street Dublin 2 Ireland  TEL  + 353 1 619 9000 FAX  + 353 1 619 9010