Exhibit 2.22  EXECUTION COPY  FACILITY
AGREEMENT  For facilities
of up to 210,000,000 and US$30,000,000  dated 30
September 2004  for  WATERFORD WEDGWOOD PLC  Agent  BURDALE FINANCIAL LIMITED   Nabarro
Nathanson Lacon House Theobalds
Road London  WC1X 8RW  Tel:  020
7524 6000  
   CONTENTS  Clause
  
  Subject
  matter1.
  
  Definitions and interpretation2.
  
  The Facilities3.
  
  Purpose4.
  
  Conditions of Utilisation5.
  
  Utilisation6.
  
  Restrictions
  Applicable To Individual Facilities7.
  
  Extended Term Loan Facility8.
  
  Receivables Finance
  Facility9.
  
  Senior Tranche B Facility10.
  
  Provisions Concerning L/Cs11.
  
  Cure rights12.
  
  Repayment13.
  
  Cancellation14.
  
  Interest15.
  
  Fees16.
  
  Tax gross-up and set off17
  
  Increased costs18.
  
  Other indemnities19.
  
  Mitigation by the Lenders20.
  
  Costs and expenses21.
  
  Guarantee and indemnity22.
  
  Representations23
  
  Information and
  Financial undertakings24.
  
  General undertakings25.
  
  Events of Default26.
  
  Changes to the Lenders27.
  
  Changes to the Obligors28.
  
  Role of the Agent29.
  
  Conduct of
  business by the Finance Parties30.
  
  Sharing among the
  Finance Parties31.
  
  Payment mechanics32.
  
  Amendments and waivers  
   33.
  
  Notices34.
  
  Miscellaneous Provisions35.
  
  Remedies and Waivers36.
  
  Counterparts37.
  
  Governing
  law38.
  
  EnforcementSCHEDULE 1
  The Original
  ObligorsPart I
  The Original BorrowersPart II The Original GuarantorsSCHEDULE 2
  Conditions
  precedentPart I - GeneralPart II - SecuritySCHEDULE 3
  Reporting and Financial Undertakings;
  Margin Adjustment; Adjustments to the FacilitiesSCHEDULE 4
  Provisions Applicable to US Lenders and the
  Administration of the Senior FacilitiesSCHEDULE 5
  Forms of
  RequestPart I  Form of
  Receivables NoticePART II - Form of Cash RequestPART
  III - Form of L/C RequestPART IV
  - Form of Term Loan RequestPART V
  - Form of Senior Tranche B RequestSCHEDULE 6
  Form of
  Accession LetterSCHEDULE 7
  Form of
  accession documents part i  form of transfer certificateSCHEDULE 8
  Permitted DisposalsSCHEDULE 9
  Existing Financial IndebtednessEXECUTION PAGES  
   THIS AGREEMENT is dated 30 September 2004 and made
between:  (1)WATERFORD WEDGWOOD PLC (Registered in Ireland No.11861) (the Company);  (2)THE AFFILIATES
of the Company listed in Part I of Schedule 1 (The
Original Obligors) as original borrowers (together with the Company
the Original Borrowers);  (3)THE AFFILIATES
of the Company listed in Part II of Schedule 1 (The Original Obligors) as original guarantors (together with
the Company the Original Guarantors);  (4)THE FINANCIAL INSTITUTIONS listed under the heading Senior Lenders on the execution pages of
this Agreement (the Original Senior Lenders);  (5)THE FINANCIAL INSTITUTIONSlisted under the heading Senior Tranche B Lenders on the execution
pages of this Agreement (the Original Senior
Tranche B Lenders);  (6)THE FINANCIAL INSTITUTIONSwhich become Parties to this Agreement as Ancillary Facility
Providers in accordance with Clause 26 (Changes
to the Lenders) (the Ancillary
Facility Providers); and  (7)BURDALE FINANCIAL LIMITED (Registered in England and Wales No 2656007) as agent of the other
Finance Parties (the Agent).  WHEREAS:  (A)The
Original Senior Lenders have agreed to make available to the Borrowers:  (i)certain
working capital facilities (comprising a receivables financing facility, a
revolving credit facility, and an extended term loan facility); and  (ii)certain
term loan facilities (comprising a property loan facility and an equipment loan
facility).  (B)The
Original Senior Tranche B Lenders have agreed to make available to the Company
a facility of up to US$30,000,000.  (C)The
parties have agreed to execute this Agreement to record the terms upon which
the facilities will be made available.  IT IS AGREED as follows:  1.DEFINITIONS AND INTERPRETATION  1.1Definitions  In this Agreement:  Accession Letter
means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).  
   Actual Date of
Payment means in relation to a Receivable, the date on which full
payment in respect of that Receivable is made into a Blocked Account by the
relevant account debtor or the relevant Obligor.  Additional Borrower
means a company which becomes an Additional Borrower in accordance with Clause
27.2 (Additional Borrowers).  Additional Guarantor
means a company which becomes an Additional Guarantor in accordance with Clause
27.3 (Additional Guarantors).  Additional Obligor
means an Additional Borrower or an Additional Guarantor.  Additional
Subordinated Facility means any facility provided to any Obligor
which is subordinated on terms acceptable to the Majority Lenders.  Affiliate
means in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company.  Ancillary Accession Agreementmeans an agreement substantially in the form set out in Part II of
Schedule 7 (Form of Ancillary Accession
Agreement) or any other form agreed between the Agent and the
Company.  Ancillary Facilities means any interest rate, commodity or foreign exchange facilities
(whether consisting of rate swaps, basis swaps, forward rate agreements,
commodity swaps, interest rate options, forward foreign exchange agreements,
spot foreign exchange agreements, rate cap agreements, floor agreements, rate
collar agreements, currency swap agreements, cross-currency rate swap
agreements, currency options and any other similar arrangement, or option to enter
into any such arrangement, for the purpose of protecting against or managing
exposure to fluctuations in commodity prices, interest or exchange rates) made
available to the Borrowers by an Ancillary Facility Provider up to a maximum
stated or combined facility limit or exposure (calculated on a marked-to-market
basis) of 10,000,000.  Ancillary Facility Agreement means any agreement or agreements under which an Ancillary Facility
Provider agrees to make Ancillary Facilities available to the Borrowers.  Australian Dollars and A$ means the lawful currency of Australia.  Authorisation
means an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration.  Available
Commitment means:  (a)in
relation to a Senior Lender, that Senior Lenders Senior Commitment LESS
that Senior Lenders participation in all outstanding Utilisations in respect
of the Senior Facilities;  (b)in
relation to a Senior Tranche B Lender, that Senior Tranche B Lenders Senior
Tranche B Commitment LESS that Senior Tranche B Lenders participation
in all outstanding Utilisations in respect of the Senior Tranche B  
   Facility.  Availability Limit
means each of the limits on the utilisation of the Facilities established or
referred to in Clause 6 (Restrictions
applicable to Individual Facilities).  Availability Period
means:  (a)in
relation to the Extended Term Loan Facility, the Property Loan Facility, the
Equipment Loan Facility and the Senior Tranche B Facility, the period from and
including the date of this Agreement to and including the date falling five
Business Days after such date; and  (b)in
relation to the Receivables Finance Facility and the Revolving Credit Facility
the period from and including the date of this Agreement to and including the
date falling five Business Days prior to the First Repayment Date;  or (in each case) such later date as the Agent and the
Lenders may allow.  Blocked Accounts
has the meaning given to it in the Debenture or in any other Security Document
executed by any Obligor and which creates security over any bank account.  Borrower means
an Original Borrower or an Additional Borrower.  Business Day
means a day (other than a Saturday or Sunday) on which banks are open for
general business in London and New York and:  (a)(in
relation to any date for payment or purchase of a currency other than euro) the
principal financial centre of the country of that currency; or  (b)(in
relation to any date for payment or purchase of euro) any TARGET Day.  Capital Stock
means  (a)with
respect to any Person that is a company or corporation, any and all shares,
interests, participations or other equivalents (however designated and whether
or not voting) of corporate stock, including each class of Common Stock and
Preferred Stock of such Person, and all options, warrants or other rights to
purchase or acquire any of the foregoing; and  (b)with
respect to any Person that is not a corporation, any and all partnership,
membership or other equity interests of such Person, and all options, warrants
or other rights to purchase or acquire any of the foregoing.  Cash Request
means a request in the form set out in Part II of Schedule 5 (Forms of Request).  Charged Accounts
means the Blocked Accounts and the Other Accounts.  CIT Facility means a US$6,000,000 non-recourse receivables factoring facility
made available to WC Designs under the terms of an agreement dated 5 March 1999
as  
   may have been amended from time to time.  Codemeans the United States Internal Revenue Code of 1986, as the same
now exists or may from time to time hereafter be amended, modified, recodified
or supplemented, together with all governmental rules, regulations and
interpretations thereunder or related thereto.  Collateral
means all of the security provided to the Agent and the Lenders pursuant to the
Security Documents.  i.Commitment means in relation to a Lender,
its Senior Commitment or its Senior Tranche B Commitment (as the context may
require).  Common Stock
of any Person means any and all shares, interest or other participations in,
and other equivalents (however designated and whether voting or non-voting) of
such Persons common stock, and includes, without limitation, all series and
classes of such common stock.  Credit Card Agreements means all
agreements now or hereafter entered into by a Borrower with any Credit Card
Issuer or any Credit Card Processor, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.  Credit Card Issuer means any person
(other than any Borrower) who issues or whose members issue credit cards,
including, without limitation, MasterCard or VISA bank credit or debit cards or
other bank credit or debit cards issued through MasterCard International, Inc.,
Visa, U.S.A., Inc. or Visa International and American Express, Discover, Diners
Club, Carte Blanche and other non bank credit or debit cards, including,
without limitation, credit or debit cards issued by or through American Express
Travel Related Services Company, Inc. and Novus Services, Inc.  Credit Card Processor means any
servicing or processing agent or any factor or financial intermediary who
facilitates, services, processes or manages the credit authorization, billing
transfer and/or payment procedures with respect to any of any Borrowers sales
transactions involving credit card or debit card purchases by customers using
credit cards or debit cards issued by any Credit Card Issuer, and shall
include, without limitation, Paymentech and Capital One.  Credit Card Receivablesmeans,
collectively, all present and future rights of any Borrower to payment from any
Credit Card Issuer, Credit Card Processor, including, without limitation, all
MasterCard/VISA Receivables or other third party arising from sales of goods or
rendition of services to customers who have purchased such goods or services
using a credit or debit card and all present and future rights of any Borrower
to payment from any Credit Card Issuer, Credit Card Processor or other third
party in connection with the sale or transfer of accounts arising pursuant to
the sale of goods or rendition of services to customers who have purchased such
goods or services using a credit card or a debit card, including, but not limited
to, all amounts at any time due or to become due from any Credit Card Issuer or
Credit Card Processor under the Credit Card Agreements or otherwise.  
   Debenturemeans the first-ranking debenture, deed of charge or equivalent
security documentation executed or to be executed by the UK Obligors in favour
of the Agent.  Deed of Accessionhas the meaning given to it in the
Debenture.  Default means
an Event of Default or any event or circumstance specified in Clause 25 (Events of Default) which would (with the expiry of a grace
period, the lapse of time, the giving of notice, the making of any
determination under the Finance Documents or any combination of any of the
foregoing) be an Event of Default.  Dilution Rate
means the monthly value of credit notes and non-cash credits issued by a
Borrower as a percentage of the monthly value of sales.  Documentsmeans (i) in the case of a trade or
commercial L/C issued in connection with the purchase of any Goods, any and all
documents which represent or relate to those Goods and/or the possession of
and/or ownership of and/or insurance of and/or warehousing of and/or any other
dealing in or with those Goods and (ii) in the case of a standby L/C issued in
order to secure the performance of an obligation or any liability arising in
respect of a breach of an obligation, a demand and any other document presented
by the beneficiary of such L/C.  EBITDA means, in relation to any member of the Group, for any period its
losses/profits for that period but (i) adding back any amounts in respect of
interest, taxation, depreciation and amortisation, (ii) excluding any
exceptional or extraordinary profits and (iii) adding back the non-cash costs
of any rationalisation or reorganisation programme.  EI Preference Shares means the preference
shares in Waterford Crystal Limited allotted to Enterprise Ireland on the terms
of a preference share agreement with Enterprise Ireland.  EI Pre-emption Right means the right of
Waterford Wedgwood Group PLC to purchase the EI Preference Shares prior to the
EI Redemption Date on the terms set out in the EI Preference Share Agreement.  EI Redemption Date means the fifth
anniversary of the date of the allotment of the EI Preference Shares.  Eligible Equipment
means any Equipment which is or may become subject to a first fixed legal
mortgage under the terms of the Debenture.  Eligible
Receivables has the meaning given to it in Schedule 3 (Reporting and Financial Undertakings;Margin Adjustment; Revisions to the Facilities).  Eligible Stock
has the meaning given to it in Schedule 3 (Reporting
and Financial Undertakings; Margin Adjustment; Revisions to the Facilities).  Enforcement Action
has the meaning given to it in the Intercreditor Agreement.  Enforcement Event has the meaning given to it in the Intercreditor Agreement.  Enforcement Pointhas the meaning given to it in the Intercreditor Agreement.  
   Equipment
has the meaning given to it in the Debenture or in any other Security Document
which creates security over equipment.  Equipment Loan
means a loan made in respect of the Equipment Loan Facility.  Equipment Loan
Facility has the meaning given to it in Clause 2.2 (a) (The Term Loan Facilities).  Equipment Valuation
means a valuation of the Eligible Equipment carried out by an appraiser
approved by the Agent on the basis of estimated restricted realisation price.  ERISAmeans the Employee Retirement Income Security Act of 1974 together
with all rules, regulations and interpretations thereunder or related thereto.  ERISA Affiliatemeans any person that for purposes of Title I and Title IV of ERISA
and Section 412 of the Code would be deemed at any relevant time to be a single
employer with a US Obligor, pursuant to Section 414(b), (c), (m) or (o) of the
Code or Section 4001 of ERISA.  ERISA Eventmeans (i) any
reportable event, as defined in Section 4043(c) of ERISA or the regulations
issued thereunder, with respect to a Plan with respect to which the notice
requirements have not been waived by the Department of Labor; (ii) the adoption
of any amendment to a Plan that would require the provision of security
pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (iii) the
existence with respect to any Plan of an accumulated funding deficiency (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (iv) the filing pursuant to Section 412 of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (v) a complete or partial withdrawal by any Obligor or any
ERISA Affiliate from a Multiemployer Plan or a cessation of operations which is
treated as such a withdrawal or notification that a Multiemployer Plan is in
reorganization; (vi) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Section 4041 or 4041A of
ERISA, or the commencement of proceedings by the Pension Benefit Guaranty
Corporation to terminate a Plan; (vii) an event or condition which could reasonably
be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan; (viii)
the imposition of any liability under Title IV of ERISA, other than the Pension
Benefit Guaranty Corporation premiums due but not delinquent under Section 4007
of ERISA, upon any Obligor or any ERISA Affiliate in excess of US$ 5,000,000
and (ix) any other event or condition with respect to a Plan including any Plan
maintained, or contributed to, by any ERISA Affiliate that could reasonably be
expected to result in liability of any Borrower in excess of US$ 5,000,000.  Euro
and  mean the lawful currency
of the Participating Member States.  Euro  Equivalent means in relation to any amount
outstanding, denominated or expressed in a currency other than euro, the amount
in euro which can be purchased with such amount at the Exchange Rate on any
relevant day.  
   Event of Default
means any event or circumstance specified as such in Clause 25 (Events of Default).  Exchange Rate
means the prevailing spot rate of exchange of such bank as the Agent may select
for the purpose, at or around 11 am on the date on which any conversion of or
calculation in any currency is to be made under this Agreement.  Existing Group
Indebtedness means the indebtedness of the Company and its
Affiliates evidenced by:  (a)an
agreement dated 29 November 1999 and made between (among others) the Company,
The Royal Bank of Scotland (as agent, which has subsequently been replaced by
Bank of Ireland) and the lenders named therein, as that agreement has
subsequently been amended, amended and restated, or supplemented;  (b)the
notes issued pursuant to the Note Purchase Agreements, dated 18 November 1998
between (among others) Waterford Wedgwood Finance Inc and the Company, as such
agreements have subsequently been amended, amended and restated or supplemented;
and  (c)the
agreements constituting the Rosenthal Facilities.  Expiry Date
means, in relation to an L/C, the last day of its Term.  Extended Term Loan
means a Loan made in respect of the Extended Term Loan Facility.  Extended Term Loan Facilityhas the meaning given to it in Clause 2.1(a) (The Working Capital Facilities).  Facility means
the Property Loan Facility, the Equipment Loan Facility, the Receivables
Finance Facility, the Revolving Credit Facility, the Extended Term Loan
Facility, any Ancillary Facility and the Senior Tranche B Facility.  Facility Office means the office notified by a Lender to the Agent in writing on or
before the date on which it becomes a Lender (or, following that date, by not
less than five Business Days written notice) as the office through which it
will perform its obligations under this Agreement.  Fee Letter
means any letter or letters dated on or about the date of this Agreement
between the Agent and the Company setting out the fees payable to the Agent
and/or the Senior Lenders referred to in Clause 15 (Fees).  Feeder Accounts means accounts which are charged to the Agent pursuant to any
Security Document but with respect to which the account - holding bank has not
acknowledged any notice of the relevant Security Interest or entered into any
agreement with the Agent with respect thereto.  Finance Document
means this Agreement, the Security Documents, any document evidencing the terms
of any Ancillary Facility, any L/C, the Intercreditor Agreement,  
   any Accession Letter, any document executed pursuant
to the terms of paragraph (D) of Schedule 3 (Reporting
and Financial Undertakings; Margin Adjustment;  Adjustments to the Facilities) or
otherwise pursuant to the terms of this Agreement, and any other document
designated as such by the Agent and the Company.  Finance Party
means the Agent or a Lender.  Financial Indebtedness
means any indebtedness for or in respect of:  (a)moneys borrowed;  (b)any amount raised by acceptance under any acceptance credit
facility;  (c)any amount raised pursuant to any note purchase facility or the
issue of bonds, notes, debentures, loan stock or any similar instrument;  (d)the amount of any liability in respect of any lease or hire purchase
contract which would, in accordance with GAAP, be treated as a finance or
capital lease;  (e)receivables sold or discounted (other than any receivables to the
extent they are sold on a non-recourse basis);  (f)any amount raised under any other transaction (including any forward
sale or purchase agreement) having the commercial effect of a borrowing;  (g)any derivative transaction entered into in connection with
protection against or benefit from fluctuation in any rate or price (and, when
calculating the value of any derivative transaction, only the marked-to-market
value shall be taken into account);  (h)any counter-indemnity obligation in respect of a guarantee,
indemnity, bond, standby or documentary letter of credit or any other
instrument issued by a bank or financial institution; and  (i)(without double counting) the amount of any liability in respect of
any guarantee or indemnity for any of the items referred to in paragraphs (a)
to (h) above.  First Repayment Date means the date
falling three years after the date of this Agreement.  Funding Lender means Burdale Financial
Limited in its individual capacity and not otherwise as a Senior Lender or the
Agent and such other Senior Lender as the Agent agrees may make funds available
on behalf of a Participating Lender in accordance with the terms of this
Agreement.  GAAP means, in
relation to any Obligor, generally accepted accounting principles in Ireland or
other country of incorporation where applicable.  German Borrowers means any Borrower which is incorporated in Germany.  German Guarantors
means any Guarantor which is incorporated in Germany.  German Obligor
means any German Borrower and any German Guarantor.  
   Goods
means all Stock, produce, inventory and/or other goods and in respect of which
an L/C has been issued.  Group means the Company and its Subsidiaries.  Guarantor
means an Original Guarantor or an Additional Guarantor.  High Yield Bonds means the approximately 166,000,000 mezzanine notes of the Company
due 2010 issued on 1 December 2003.  High Yield Bond Indenturemeans the mezzanine indenture dated as of 1 December 2003 made
between, among others, the Company and The Bank of New York as trustee, with
respect to the High Yield Bonds as amended, amended and restated or
supplemented from time to time.  Holding Company
means, in relation to a company or corporation, any other company or
corporation in respect of which it is a Subsidiary.  Intellectual
Property Rights means patents, trade marks, service marks,
registered designs, applications for any of those rights, trade and business
names, unregistered trade marks and service marks, copyrights, database rights,
rights in designs, know how and inventions of the same or similar effect or
nature as those listed above anywhere in the world.  Intercreditor Agreement means an
Intercreditor and Security Trust Agreement between the Company (1), the
Subsidiaries named therein (2), the Agent (3) The Bank of New York, (4) and the
Creditors named therein (5).  Intra-Group Security Documents means a second
charge by Rosenthal and Waterford Wedgwood USA Inc over their respective assets
to secure all moneys from time to time owing by each of them to the Company,
Wedgwood Limited, Statum Limited and Josiah Wedgwood & Sons Limited in
respect of trade accounts payable to such companies arising in the ordinary
course of business and, except in the case of Rosenthal, not overdue by 90 days
or more (and in the case of Rosenthal certain intra-group loans made to it).  Ireland means Ireland excluding
Northern Ireland.  Irish Borrower means any Borrower which is
incorporated in Ireland.  Irish Guarantor means any Guarantor
which is incorporated in Ireland.  Irish Obligor means any Irish
Borrower or any Irish Guarantor.  IRS means the
United States Internal Revenue Service or any successor.  L/C
means:  (a)a letter of
credit, performance bond, guarantee or similar assurance which is from time to
time either (i) opened or issued by the Agent for the account of a Borrower or
(ii) with respect to which the Agent has agreed to indemnify the issuer or to
guarantee the obligations of a Borrower to such issuer, and  
   (b)any
indemnity issued by the Agent with respect to any of the foregoing.  L/C Exposure
means:  (a)in relation to an L/C opened for the purpose of purchasing Eligible
Stock, the face amount of such L/C less the aggregate of (i) the relevant Stock
Percentage of the cost of such Eligible Stock covered by that L/C and (ii) all
freight, taxes, duties and other amounts estimated by the Agent to be payable
in order to ensure the delivery of such Eligible Stock to the premises of the
relevant Borrower; and  (b)in relation to any other L/C, the face amount of such L/C and othercommitments
assumed by the Agent with respect thereto.  L/C Limit means 15,000,000.  L/C Request means a request in the form
set out in Part III of Schedule 5 (Forms of
Request).  Lender
means any Senior Lender, any Ancillary Facility Provider and any Senior Tranche
B Lender.  LIBOR means:  (a)the 30 day euro LIBOR (or, in the case of the Senior Tranche B
Facility, the 30, 60 or 90 day US dollar LIBOR) rate (or, as the case may be,
the corresponding rate for the currency in which the relevant amount is
outstanding) on the first Business Day of each month in the Financial Times,
London edition as conclusively determined by the Agent; or  (b)(if, for any reason, the Financial Times, London edition ceases or
fails to quote such a rate) the Agents cost of funds from whichever source it
may reasonably select.  Loan includes
the Extended Term Loan, the Equipment Loan, the Property Loan, a Receivables
Loan, a Revolving Loan and a Senior Tranche B Loan.  Majority Lenders
means:  (a)if there are no Utilisations then outstanding in respect of the
Facilities, a Lender or Lenders whose Commitments aggregate more than 662/3%
of the Total Commitments (or, if the Total Commitments have been reduced to
zero, aggregated more than 662/3% of the Total
Commitments immediately prior to the reduction); or  (b)at any other time, a Lender or Lenders whose participations in the
Utilisations then outstanding in respect of the Facilities aggregate more than
662/3% of all of such Utilisations then outstanding.  Where
necessary in order to give effect to this definition, the Senior Tranche B Commitment
or the amounts outstanding in respect of the Senior Tranche B Loan shall be
converted into euro at the Exchange Rate.  
   Majority Senior Tranche B Lenders
means  (a)if there are no Utilisations then outstanding in respect of the
Senior Tranche B Facility, a Senior Tranche B Lender or Senior Tranche B
Lenders whose Senior Tranche B Commitments aggregate more than 662/3%
of the Total Senior Tranche B Commitments (or if the Total Senior Tranche B
Commitments have been reduced to zero, aggregated more than 662/3%
of the Total Senior Tranche B Commitments immediately prior to the reduction);
or  (b)at any other time, a Senior Tranche B Lender or Senior Tranche B
Lenders whose participations in the Senior Tranche B Loan aggregate more than
662/3% of the outstanding Tranche B Loan.  Mandatory Cost
means the cost (calculated as a percentage rate per annum) of each Lender
complying with the requirements of the Bank of England and/or the Financial
Services Authority and/or any other applicable regulatory authority in respect
of monetary or liquidity controls or otherwise.  Margin means
the Senior Margin or the Senior Tranche B Margin, as the context may require.  Material Adverse Effect
means an effect which (in the reasonable opinion of the Majority Lenders)
results in or is likely to result in a material adverse change in (i) the
business, performance, operations or assets of the Obligors (whether
individually or collectively); or (ii) the ability of any Obligor to perform
any of its respective obligations under any of the Finance Documents; or (iii)
the legality, validity, priority or enforceability of any obligations or
security created by or arising under any Finance Document.  An event shall be deemed not to have a
Material Adverse Effect if, in the opinion of the Majority Lenders, their
ability to make a full recovery from the Group as a whole is not materially
prejudiced as a result of the occurrence of such event.  Where an Obligor is required to represent or
to covenant that no event having a Material Adverse Effect has occurred, the
words (in the reasonable opinion of such Obligor) shall for that purpose be
substituted for the words (in the reasonable opinion of the Majority Lenders)
in this definition.  Material Subsidiary means a Subsidiary of the Company on a non-consolidated basis whose
profit before tax (or, if there is no consolidated profit before tax, whose
EBITDA), total assets or turnover account for more than 1.25 per cent or more
of (i) the consolidated profit before tax of the Group (or, as the case may be,
the consolidated EBITDA of the Group), (ii) the total assets of the Group or
(iii) the turnover of the Group.  For
these purposes, any calculation of the total assets of a Subsidiary or of the
Group shall exclude intra-Group indebtedness and investments in Subsidiaries.  Maturity Date means, in relation to a
Receivable, the Business Day which is, or immediately succeeds, the date which
is the earlier of (i) 60 days after the contractual due date for payment in
respect of such Receivable and (ii) 120 days after the date of the invoice in
respect of such Receivable.  Mortgaged Property
means any real property which is from time to time charged  
   in favour of the Agent by way of first legal mortgage
(or equivalent security arrangement in any other jurisdiction).  Multiemployer Plan means a multi-employer
plan as defined in Section 4001(a)(3) of ERISA which is or was at any time
during the current year or the immediately preceding six (6) years contributed
to by any Obligor or any ERISA Affiliate.  Net Recovery Percentagemeans the
fraction, expressed as a percentage, (a) the numerator of which is the amount
equal to the amount of the recovery in respect of the Stock at such time on a
net orderly liquidation value basis as set forth in the most recent
acceptable appraisal of Stock received by Agent in accordance with this
Agreement net of operating expenses, liquidation expenses and commissions, and
(b) the denominator of which is the applicable original cost of the aggregate
amount of the Stock subject to such appraisal.  Net Stock Value
means the lower of the cost or market value of Stock as determined by the
relevant Borrower in accordance with its customary practices and procedures (as
disclosed to the Agent prior to the date of this Agreement or, in the case of
an Additional Borrower, prior to the Additional Borrower becoming a Borrower,
and as may be varied from time to time with the Agents written consent).  Net  Worth means at any time the aggregate paid
up amount of the issued share capital of the Company and the aggregate amount
of the Companys consolidated reserves:  (a)deducting any revaluation reserve;  (b)deducting goodwill and intangible assets;  (c)deducting
deferred Tax;  (d)adding back or deducting (as applicable) any adjustment made after
31 March 2004 under FRS 17 or any replacement thereof; and  (b)   (e)     making such other
reasonable adjustments as the Agent may from time to time require or approve in
writing to ensure consistency year on year and which are notified to the
Company prior to the commencement of the relevant accounting period.  New Subsidiarymeans a Subsidiary acquired by any member of the Group after the
date of this Agreement.  Non-US Borrowers
means all Borrowers other than the US Borrowers.  Non-US Lender
 means a Lender that is organized or otherwise incorporated under the laws of
a jurisdictionoutside of the United States of America.  Obligor means
a Borrower or a Guarantor.  Original Obligor
means an Original Borrower or an Original Guarantor.  
   Other Accounts
has the meaning given to it in the Debenture or in any other Security Document
which creates security over bank accounts.  Participating Lender means a US Lender
that elects to exercise its option to have certain Utilisations funded on its
behalf by the Funding Lenders in accordance with Clause 5.5 (Settlements; Funding Arrangements).  Participating
Member State means any Member State of the European Communities
that adopts or has adopted the euro as its lawful currency in accordance with
legislation of the European Community relating to Economic and Monetary Union.  Party
means a party to this Agreement.  Permitted Currency
means sterling, US dollars, euro and Japanese yen.  Permitted Holders
means, collectively, (i) Sir Anthony OReilly and Peter John Goulandris, and
(ii) any Related Person of any Permitted Holder described in the preceding
paragraph (i), and any successor to any such Permitted Holder, or Related
Person.  Person
means an individual, partnership, company, corporation, unincorporated
organization, trust or joint venture, or a governmental agency or political
subdivision thereof.  Plan means an employee benefit plan (as
defined in Section 3(3) of ERISA) which any Obligor sponsors, maintains, or to
which it makes, is making, or is obligated to make contributions, or in the
case of a Multiemployer Plan has made contributions at any time during the
immediately preceding six (6) plan years.  Preferred Stock of any Person means
any Capital Stock of such Person that has preferential rights to any other
Capital Stock of such Person with respect to dividends or redemptions or upon
liquidation.  Prime Rate means the rate from time to
time quoted by Wachovia Bank NA to be its prime or equivalent rate for advances
in US dollars.  Pro Rata Share means, subject to Clause
2.8 (Ancillary Facility Provider):  (a)in relation to a Senior Lender and its participation in a
Utilisation of the Senior Facilities, the proportion which the Senior
Commitment of that Senior Lender bears to the Total Senior Commitments
immediately prior to the intended Utilisation Date (provided that, if the
Senior Commitment of such Senior Lender has been terminated, the numerator of
such proportion shall be the outstanding amount of such Senior Lenders
participation in such Senior Loans and the denominator of such proportion shall
be the aggregate amount of such Senior Loans);  (b)in relation to a Senior Tranche B Lender and its participation in a
Utilisation of the Senior Tranche B Facility, the proportion which the Senior
Tranche B  
   Commitment of
that Senior Tranche B Lender bears to the Total Senior Tranche B Commitments
immediately prior to the intended Utilisation Dates; and  (c)in any other case, in relation to a Lender, the fraction (expressed
as a percentage) obtained by dividing (i) such Lenders Commitment by (ii) the
Total Commitments, provided that, if all of the Commitments have been
terminated, the numerator of such fraction shall be the outstanding amount of
such Lenders participation in the outstanding Loans and the denominator of
such fraction shall be the aggregate amount of all outstanding Loans at the
relevant time).  Property Loan means a loan made in respect of the Property Loan Facility.  Property Loan
Facility has the meaning given to it in clause 2.2(b) (The Term Loan Facilities).  Property Valuation
means a valuation of the Mortgaged Property carried out by a valuer appointed
or approved by the Agent on the basis of estimated restricted realisation value
as defined in the current Statements of Asset Valuation and Practice and
Guidance Notes issued by the Royal Institute of Chartered Surveyors.  Receivable
means (i) any debt owing to a Borrower, in respect of an invoice issued by that
Borrower in the course of its trade, together with all connected rights,
claims, deposits and payments and (ii) any debt owing to a Borrower under any
letter of credit, guarantee or similar assurance of payment with respect to any
such debt, invoice or connected rights (but excluding any sales or similar
taxes which are held on trust for the revenue authorities in the jurisdiction
concerned).  Receivables Advance Amount means, in respect of an Eligible Receivable, the amount produced
by (i) deducting from the face amount of such Eligible Receivable the maximum
discounts, credits and allowances of any nature which may be taken by or
granted to such account debtor or any other person in connection with such
Eligible Receivable and (ii) multiplying the resultant balance by the
applicable Receivables Percentage.  Receivables Finance
Facility has the meaning given to it in Clause 2.1(b) (The Working Capital Facilities).  Receivables
Limit means 100,000,000.  Receivables Loan means a loan made in respect of the Receivables Finance Facility.  Receivables Notice means a notice in the form of Part I of Schedule 5 (Forms of Request).  Receivables Percentage means:  (a)in relation to an Eligible Receivable owing by an account debtor to
a Borrower established and carrying on business in the United Kingdom, Ireland
or the United States, 85 per cent;  
   (b)in relation to an Eligible Receivable (other than an Eligible
Receivable of the kind described in (c), (d) or (e) below) which is owing by an
account debtor to a Borrower and which is credit insured under arrangements
which are acceptable to the Agent in its complete discretion, 85 per cent;  (c)in relation to any Eligible Receivable which is owing by an account
debtor to a German Borrower, 80 per cent;  (d)in relation to any Eligible Receivable owing by an account debtor to
a New Subsidiary, such percentage as the Company and the Agent may agree (but
not in any event greater than 85 per cent); and  (e)in relation to any other Eligible Receivable, such percentage as the
Company and the Agent may agree (but not in any event greater than 85 per
cent).  Related Fund
shall mean any person that is engaged in the business of making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business and is administered or managed by
a Lender or with respect to any Lender that is a fund which invests in
commercial loans and similar extensions of credit, any other fund that invests
in commercial loans or similar extensions of credit and is managed by the same
investment advisor as such Lender or by an Affiliate or such investment
advisor.  Related Person
with respect of any Permitted Holder means:  (a)any controlling equityholder or majority (or more) owned Subsidiary
of such Person; or  (b)in the case of an individual, a spouse, family member or relative of
such individual, any trust or partnership for the benefit of one or more such
individual and any such spouse, family member or relative, or the estate,
executor, administrator, committee or beneficiaries of any thereof; or  (c)any trust, corporation, partnership or other Person for which one or
more of the Permitted Holders and other Related Persons or any thereof
constitute the beneficiaries, stockholders partners or owners thereof; or
Persons beneficially holding in the aggregate a majority (or more) controlling
interest therein.  Repeating
Representations means each of the
representations set out in Clauses 22.1 (Status)
to Clause 22.5 (Validity and Admissibility
in Evidence), Clause 22.7 (No
Default), Clause 22.12 (No
proceedings pending or threatened) and Clause 22.15(Material Subsidiaries).  Required Lenders  means the Majority Lenders and the Majority Senior Tranche B
Lenders.  Reserves
means reserves from time to time established by the Agent (acting reasonably)
to reflect (i) the full amount of any liabilities or amounts which may (by
virtue of any Security Interest granted to any person other than the Agent or
the Finance Parties, the provisions of the Enterprise Act 2002, any other
statutory provision or otherwise in force in any jurisdiction and which grants
a preference or  
   priority in payment) rank equally with or in priority
to the Security Interests granted to the Agent or the Finance Parties under the
Finance Documents or to reflect any Security Interests intended to be created
pursuant to the Finance Documents and which may be unavailable to the Agent or
the Finance Parties in the event of an insolvency of any Obligor, (ii) the
amounts believed by the Agent to be necessary to provide for possible
inaccuracies in any report or in any information provided to the Agent in
connection with this Agreement, (iii) the amounts believed by the Agent to
represent three months of all third party warehouse costs and similar
liabilities where there is no access agreement in force on terms satisfactory
to the Agent (or, in the case of warehouses in Germany, the amounts believed by
the Agent to represent such costs and liabilities for the remaining period of
the relevant lease), (iv) the general requirement of the Lenders for a reserve
of 20,000,000 until the Group achieves EBITDA in excess of 80,000,000 in
respect of any financial year as demonstrated in audited financial statements
of the Group acceptable to all Lenders, (v) an amount equivalent to the
principal amount from time to time outstanding in respect of the Rosenthal
Subordinated Facility and, subject to Clauses 4.3(c) and 4.4,  the WW Subordinated Facility, (vi) a reserve
of up to 10,000,000 to reflect the amount available in respect of the
Ancillary Facilities, and (vii) the amounts owing by a Borrower to Credit Card
Issuers or Credit Card Processors or in connection with the Credit Card
Agreements, (viii) a reserve to reflect the German trustee in bankruptcys
costs in collecting those Eligible Receivables owned by Rosenthal up to a
maximum of 15% of the relevant Eligible Receivables.  The amount of any Reserve established by the
Agent shall have a reasonable relationship to the event, condition or other
matter which is the basis for such reserve as determined by the Agent in good
faith.  Review Period
means each 12 month period ending (i) on or about 31 October 2004 and (ii) on
or about the last day of each ensuing calendar month.  Revolving Credit
Facility has the meaning given to it in Clause 2.1(c) (The Working Capital Facilities).  Revolving Credit
Limit means 145,000,000.  Revolving Loan
means a loan made in respect of the Revolving Credit Facility.  Rollover Loan means a Receivables Loan or a Revolving Loan which is:  (a)made or
to be made on the date on which an existing Loan (the Maturing Loan) is due to be repaid;  (b)the
aggregate amount of which is equal to or less than the Maturing Loan;  (c)in the
same currency as the Maturing Loan; and  (d)made or to
be made to the same Borrower for the purpose of refinancing the Maturing Loan.  Rosenthal
means Rosenthal AG.  Rosenthal Facilities means:  
   (i)a facility of 13,400,000 provided by Hypovereinsbank and secured
(inter alia) on the intellectual property of Rosenthal;  (ii)mortgage facilities totalling 4,400,000 provided by ING Bank,
Hypovereinsbank and Allianz AG; and  (iii)a factoring agreement of up to 10,000,000 provided by Heller Bank.  Rosenthal Sale and Leaseback means the sale and leaseback by Rosenthal of its premises at
WittelsbacherStrasse 49, Selb, Germany.  Rosenthal Subordinated Facility means
the facility dated 25 June 2004 for 7,500,000 (excluding capitalised interest
and other amounts capitalised) provided to Rosenthal by Anglo Irish Bank
Corporation plc.  Second Repayment Date means 19
November 2008.  Security Documents
includes (i) the Debenture, (ii) such further documents as may be necessary or
desirable to constitute the security outlined in Part II of Schedule 2 (Conditions Precedent) and (iii) any other
document from time to time executed by any person by way of security for the
obligations of any Obligor pursuant to this Agreement.  Security Interest
means a mortgage, charge, pledge, lien or other security interest securing any
obligation of any person, or any arrangement having similar effect.  Security Trustee
means the Agent acting in its capacity as Security Trustee pursuant to any of
the Finance Documents.  Senior Commitmentmeans:  (a)in relation to an Original Senior Lender, the amount stated as such
beneath its name on the execution pages of this Agreement; and  (b)in relation to any other Senior Lender, the amount of any Senior
Commitment transferred to it under this Agreement.  Senior Facilitymeans all of the Facilities, other than the Senior Tranche B
Facility.  Senior Facility Limitmeans 140,000,000 (subject to adjustment in accordance with
paragraph (D) of Schedule 3 (Adjustments to
Facilities).  Senior Lender means:  (a)any Original Senior Lender; and  (b)any institution which becomes a party to this Agreement as a Senior
Lender in accordance with Clause 26 (Changes
to the Lenders).  Senior Loan means a Loan made in respect of any of the Senior Facilities.  
   Senior Margin means 2.5 per cent per annum or such lower percentage as may be
ascertained in accordance with the provisions of paragraph (C) of Schedule 3 (Margin Adjustment).  Senior Tranche B Commitment means:  (a)in relation to an Original Senior Tranche B Lender, the amount
stated as such beneath its name on the execution pages of this Agreement; and  (b)in relation to any other Senior Tranche B Lender, the amount of any
Senior Tranche B Commitment transferred to it under this Agreement.  Senior Tranche B Facilityhas the meaning given to it in Clause 2.4 (The Senior Tranche B Facility).  Senior Tranche B Facility Limit means US$30,000,000.  Senior Tranche B
Fee Letter means any letter or letters dated on or about the date
of this Agreement between the Senior Tranche B Lender and the Company setting
out the fees payable to the Senior Tranche B Lender and referred to in Clause
15.7 (Senior Tranche B Fees).  Senior Tranche B Lender means:  (a)any Original Senior Tranche B Lender; and  (b)any institution which becomes a Senior Tranche B Lender in
accordance with Clause 26 (Changes to the
Lenders).  Senior Tranche B Loan means a loan in respect of the Senior Tranche B Facility.  Senior Tranche B Marginmeans:  (a)during any period when the Senior Tranche B Loan bears interest by
reference to LIBOR, 6.5 per cent per annum; and  (b)during any period when the Senior Tranche B Loan bears interest by
reference to the Prime Rate, 3.50 per cent per annum.  Senior Tranche B Request means a request
in the form set out in Part V of Schedule 5 (Forms
of Request).  Solvency Undertaking means an undertaking from an Obligor to another Obligor sufficient
to enable the beneficiary of that undertaking to be balance sheet solvent.  Sterling and £ means the
lawful currency of the United Kingdom.  Stock means each Borrowers stock and
inventory at any time.  Stock  Limit means 130,000,000.  Stock Percentage
means:  
   (a)save as provided in (b) or (c) below, (i) with respect to Stock
which constitutes finished goods, 65 per cent, (ii) with respect to Stock which
constitutes raw materials, 55 per cent, (iii) with respect to Stock which
constitutes retail stock, 65 per cent and (iv) with respect to Stock which
constitutes work in progress, 40 per cent;  (b)in relation to any US Borrower during the period 1 July  31
December in any year, (i) with respect to Stock which constitutes raw
materials, 55 per cent and (ii) with respect to any other Stock, the lower of
(x) 75 per cent of cost and (y) 85 percent of the Net Recovery Percentage; and  (c)with respect to the Stock of a New Subsidiary, such percentages as the
Company and the Agent may agree (but in any event not greater than 85 per
cent).  Subsidiary
means a subsidiary within the meaning of Section 736 of the Companies Act 1985.  TARGET means the 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.  Tax means any
tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to
pay or any delay in paying any of the same).  Tax Credit has
the meaning given to it in Clause 16.1 (Definitions).  Tax Deduction
has the meaning given to it in Clause 16.1 (Definitions).  Tax Payment
has the meaning given to it in Clause 16.1 (Definitions).  Term
means each period determined under this Agreement for which the Agent is under
a liability under or with respect to an L/C.  Term Loan Request
means a request in the form set out in Part V of Schedule 5 (Forms  of
Request).  Total Availability
means at any relevant time, (i) the Total Receivables Availability; PLUS (ii)
the Total Stock Availability LESS (iii) the amount of the Reserves.  Total Commitments
means the aggregate of the Total Senior Commitments and the Total Senior
Tranche B Commitments.  Total Receivables
Availability means at any time the aggregate of the Receivables
Advance Amounts of all of the Eligible Receivables.  Total Senior
Commitments means the aggregate of the Senior Commitments of all of
the Senior Lenders.  
   Total Senior Tranche B Commitments means the aggregate of the Senior Tranche B Commitments of all the
Senior Tranche B Lenders.  Total Stock
Availability means at any time, the Stock Percentage of the Net
Stock Value of Eligible Stock at such time.  Trading Cashflow
means in relation to any Review Period or any other period, the consolidated
profit before tax on ordinary activities of the Group for that period:  (a)adding back
any depreciation or amortisation;  (b)excluding
any extraordinary or exceptional profits;  (c)deducting
any capital expenditure; and  (d)making such
other reasonable adjustments as the Lender may from time to time require or
approve in writing to ensure consistency year on year and which are notified to
the Company prior to the commencement of the relevant accounting period.  Transfer Certificate
means a certificate substantially in the form set out in Part I of Schedule 7 (Form of Transfer Certificate) or any other form agreed
between the Agent and the Company.  Transfer Date
means, in relation to a transfer, the later of:  (a)the proposed Transfer Date specified in the Transfer Certificate;
and  (b)the date on which the Agent executes the Transfer Certificate.  UK
Borrowers means any Borrower incorporated under the laws of any
part of the United Kingdom.  UK Guarantors means any Guarantor
incorporated under the laws of any part of the United Kingdom.  UK Obligors means the UK Borrowers and the
UK Guarantors.  US  Borrowers means any Borrower that is
organised under the laws of a jurisdiction in the United States of America, any
state thereof or the District of Columbia.  US Dollars
and US$ means the lawful
currency of the United States of America.  US Guarantors
means any Guarantor that is organised under the laws of any jurisdiction in the
United States of America, any state thereof or the District of Columbia.  US Lender means a Senior Lender that is organised under the laws of the
United States of America, any state thereof or the District of Columbia.  US Obligors
means any US Borrower and the US Guarantors.  
   US Tax means
any federal, state, local income, gross receipts, license, premium, windfall
profits, customs duties, capital stock, franchise, profits, withholding, social
security (or similar), real property, personal property, sales, use,
registration, value added, alternative or add-on minimum, estimated or other
tax of any kind whatsoever, imposed by the United States of America including
any interest, penalty or addition thereto, whether disputed or not.  Utilisation
means a utilisation of a Facility.  Utilisation Date
means the date on which a Utilisation is made.  Utilisation Request
includes (as the context may require) a Cash Request, an L/C Request, a Term
Loan Request and a Senior Tranche B Request.  VAT means
value added tax as provided for in the Value Added Tax Act 1994 and any other
tax of a similar nature.  WC Designs means Ashling Corporation and its Subsidiary WC Imports Inc, together
trading as WC Designs.  WW Subordinated
Facility means the facility for up to 32,500,000 (excluding
capitalised interest and other amounts capitalised) dated on or about 28th
May, 2004 provided to the Company by Anglo Irish Bank Corporation plc.  Yen means the lawful currency of Japan.  1.2Construction  (a)Unless
a contrary indication appears, any reference in this Agreement to:  (i)the Agent, any Finance  Party
or any Obligor shall be
construed so as to include its successors in title, permitted assigns and
permitted transferees;  (ii)assets includes present and
future properties, revenues and rights of every description;  (iii)a FinanceDocument or any other agreement or instrument is a
reference to that Finance Document or other agreement or instrument as amended,
modified, supplemented, replaced, amended and restated or novated;  (iv)indebtedness includes
any obligation (whether incurred as principal or as surety) for the payment or
repayment of money, whether present or future, actual or contingent;  (v)a person includes any person, firm,
company, corporation, government, state or agency of a state or any
association, trust or partnership (whether or not having separate legal
personality) or two or more of the foregoing;  (vi)a regulation includes any
regulation, rule, official directive, request or guideline (whether or not
having the force of law) of any  
   governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;  (vii)a month means a
period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, but (i) if such numerically
corresponding day is not a Business Day, then such period shall end on the
preceding Business Day and (ii) if there is no numerically corresponding day,
such period shall end on the last Business Day in that month;  (viii)the singular includes the plural and vice versa;  (ix)a provision of law is a reference to that provision as amended or
re-enacted; and  (x)a time of day is a reference to London time.  (b)Clause and Schedule headings are for ease of reference only.  (c)A Default or an Event of Default is continuing
if it has not been remedied or waived.  (d)References
in this Agreement to any matter concerning the financial statements of an
Obligor or any calculation required to be made in relation thereto shall be
construed or made with reference to the current accounting policies employed as
at the date of this Agreement.  1.3Third party rights  Save as expressly provided in this Agreement, a person
who is not a Party has no right under the Contracts (Rights of Third Parties)
Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.  1.4Currency Equivalents  Where there is a reference in this Agreement to any
amount, limit or threshold expressed in a currency other than euro, in
ascertaining whether or not that amount, limit or threshold has been attained,
exceeded or achieved, an amount denominated in a currency other than euro shall
be counted on the basis of the equivalent in euro, at the Exchange Rate.  1.5Acknowledgment
of Debt  (a)Notwithstanding
any other provision of any Finance Document, each Lender agrees to advance to
the Original Borrowers (other than Rosenthal) 100 on the date of this
Agreement, receipt of which amount is acknowledged by the Original Borrowers
(other than Rosenthal).  The Parties
agree that no interest will be payable on this advance amount and that, notwithstanding
any other provision of any other Finance Document, this amount must not be
repaid until the Lenders have received payment in full and final settlement of
all other amounts owed to them under the Finance Documents and the Lender has
no further actual or contingent obligations under the Finance Documents.  
   (b)The Original
Borrowers (other than Rosenthal) acknowledge that they are indebted to the
Lenders for the principal amount of the Loans from time to time and the
principal amount advanced in accordance with paragraph (a) above.  2.THE FACILITIES  2.1The Working Capital Facilities Subject to the terms of this Agreement, and during the
applicable Availability Period the Senior Lenders make available to the
Borrowers:  (a)an extended term loan facility (the Extended Term Loan Facility) of up to 30,000,000 pursuant
to which the Senior Lenders will provide a term loan calculated and maintained
by reference to Eligible Receivables and Eligible Stock;  (b)a receivables finance facility
(the Receivables Finance
Facility)
pursuant to which the Senior Lenders will from time to time make Loans to the
Borrowers calculated by reference to the value of Eligible Receivables; and  (c)a revolving credit facility (the Revolving
Credit Facility) pursuant to which the Senior Lenders will from time
to time (i) make Loans to the Borrowers or (ii) issue or procure the issue of
L/Cs for the account of the Borrowers.  2.2The Term Loan Facilities Subject to the
terms of this Agreement and during the applicable Availability Period, the
Senior Lenders make available:  (a)to Josiah
Wedgwood & Sons Limited, Waterford Crystal (Manufacturing) Limited,
Waterford Crystal Limited, Rosenthal and any other Borrower which owns
Equipment approved by the Agent for the purposes of this Clause 2.2(a), an
Equipment Loan denominated in euro such that the aggregate of the Equipment
Loans shall not exceed the lesser of (x) 80 per cent of the Equipment Valuation
delivered to the Agent prior to the date of this Agreement and (y) 7,500,000
(the Equipment Loan Facility);
and  (b)to Josiah
Wedgwood & Sons Limited, Waterford Crystal Limited, Waterford Crystal (Manufacturing)
Limited and any other Borrower which owns property approved by the Agent for
the purposes of this Clause 2.2(b), a Property Loan denominated in euro such
that the aggregate of the Property Loans shall not exceed the lesser of (x) 75
per cent of the Property Valuation delivered to the Agent prior to the date of
this Agreement and (y) 20,000,000 (the Property
Loan Facility).  2.3The Ancillary Facilities (a)Subject to
the terms of this Agreement and to the terms of separate facility letters or
agreements separately concluded between them, the Ancillary Facility Provider
agrees to make the Ancillary Facilities available to the Borrowers.  (b)Subject to
the provisions of this Agreement, amounts owing in respect of the Ancillary
Facilities shall rank pari passu with amounts owing in respect of the other
Facilities.  
   2.4The Senior Tranche B Facility Subject
to the terms of this Agreement, and during the applicable Availability Period
the Senior Tranche B Lenders agree to make available to the Company a term loan
facility (the Senior Tranche B Facility)
under which the Senior Tranche B Lenders will make a term loan denominated in
US dollars to the Company.  2.5Revisions to Senior Facilities and Syndication (a)The terms
of the Senior Facilities (including the limits applicable thereto) may be
adjusted in accordance with the terms of paragraph (D) of Schedule 3 (Adjustments to Facilities).  (b)The
Agent, in consultation with the Company, shall for a period of 26 weeks from
the date of this Agreement use its reasonable endeavours to syndicate the
Facilities such that the Total Senior Commitments are not less than 210,000,000.  2.6Finance Parties rights and obligations (a)In the
case of the Senior Facilities, the obligation of each Senior Lender shall be to
contribute its Pro Rata Share of each Utilisation of the Senior Facilities.  (b)In the
case of the Senior Tranche B Facility, the obligation of each Senior Tranche B
Lender shall be to contribute its Pro Rata Share of each Utilisation of the
Senior Tranche B Facility.  (c)The
obligations of each Finance Party under the Finance Documents are several and
not joint.  Failure by a Finance Party to
perform its obligations under the Finance Documents does not affect the
obligations of any other party under the Finance Documents.  No Finance Party is responsible for the
obligations of any other Finance Party under the Finance Documents.  (d)The
rights of each Finance Party under or in connection with the Finance Documents
are separate and independent rights and any debt arising under the Finance
Documents to a Finance Party from an Obligor shall be a separate and
independent debt.  (e)A
Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce its rights under the Finance Documents.  2.7Rosenthals rights and obligations  For the
avoidance of doubt and notwithstanding any provision to the contrary in any
Finance Document, the Parties agree that Rosenthal shall not be responsible for
the obligations (including payment and/or indemnity obligations) of any other
Obligor under the Finance Documents. In particular, for the purposes of Clause
12.2 (Other Utilisations) and
Clause 12.3 (Order of Application 
Enforcement Point), no amount derived from an Eligible Receivable
owing to Rosenthal shall be applied for any purpose other than the repayment of
amounts owing by Rosenthal under the Finance Documents.  
   2.8Ancillary Facility Provider  (a)An institution may become an Ancillary Facility Provider by
delivering to the Agent a duly completed Ancillary Accession Agreement.  (b)The
Ancillary Facility Provider is a Lender for the purposes of this Agreement, but
it shall be left out of account in determining the Majority Lenders on any
given occasion or for the purposes of determining any Pro Rata Share.  3.PURPOSE  3.1Purposes Each Borrower
shall apply all amounts borrowed or raised by it in respect of the Facilities:  (a)for the purpose of repaying the Existing Group Indebtedness in full;
and  (b)for its and the Groups general corporate and working capital
purposes.  3.2Monitoring No Finance Party is bound to monitor or verify the
application of any amount borrowed pursuant to this Agreement.  A contravention of Clause 3.1 (Purpose) shall not affect the obligations
of the Obligors under the Finance Documents.  4.CONDITIONS OF UTILISATION  4.1Initial conditions precedent Subject to Clause 24.21 (Conditions Precedent), no Borrower may deliver a Utilisation
Request in respect of any Facility unless the Agent has received all of the
documents and other evidence listed in Part I of Schedule 2 (Conditions precedent) in form and substance satisfactory to
the Agent.  4.2Further conditions precedent The Lenders will only be obliged to comply with the
terms of a Utilisation Request if on the date on which it is given and on the
proposed Utilisation Date:  (a)in the case of a Rollover Loan, no Event of Default is continuing or
would result from the proposed Utilisation or, in the case of any other
Utilisation, no Default is continuing or would result from the proposed
Utilisation (and for this purpose, disregarding any Default or Event of Default
which falls to be disregarded under Clause 4.3(d));  (b)the Repeating Representations set out in Clause 22 (Representations) are true in all material
respects with reference to the facts and circumstances then subsisting; and  (c)such Utilisation will not cause any Availability Limit to be
exceeded.  
   4.3Conditions Applicable to the Utilisation of
the Senior Facilities by a New Subsidiary (a)The
Receivables Finance Facility and the Revolving Credit Facility shall only
become available for utilisation by a New Subsidiary:  (i)if the of
such New Subsidiary and its utilisation of the Receivables Finance Facility and
the Revolving Credit Facility complies with the criteria listed in Sub-clause (b)
below; and  (ii)if such New
Subsidiary has become an Additional Borrower in accordance with Clause 27.2 (Additional Borrowers).  (b)The
following are the criteria referred to in Sub-clause (a)(i) above:  (i)the
acquisition price (excluding any acquired indebtedness) of the New Subsidiary
does not exceed an amount disclosed to the Agent in writing prior to the date
of this Agreement;  (ii)the
acquisition price (excluding any acquired indebtedness) and the expenses
associated with the acquisition are funded wholly from the proceeds of a rights
issue by the Company or from debt which is, in terms of its priority of payment
and repayment, fully subordinated to the amounts owing under the Finance
Documents;  (iii)at the time
of the acquisition, no amounts owing in respect of the WW Subordinated Facility
have been repaid; and  (iv)a business
plan (which need not identify the New Subsidiary by name) demonstrating to the
satisfaction of the Majority Lenders that the acquisition of the New Subsidiary
will, in overall terms, be cash generative for the Group within a period of 18
months from the date of the acquisition has been provided to the Agent.  (c)The maximum
amount of all Utilisations which may be applied in bridging expenses associated
with the acquisition, in refinancing the working capital of a New Subsidiary
and in meeting reorganisation costs shall not exceed the amount of the Reserve
(if any) then remaining in respect of the WW Subordinated Facility (or such
higher amount as the Majority Lenders may agree) and the amount so utilised
will be deducted from that Reserve. 
Utilisations made to finance acquisitions (Acquisition Expenses Loans) shall be separately identified as
such and segregated from other Utilisations.  (d)Notwithstanding
any other provision of this Agreement, no Default or Event of Default (whether
in respect of any breach of any representation, undertaking or otherwise) shall
be deemed to occur with respect to any New Subsidiary unless and until (i) such
New Subsidiary has become a Borrower in accordance with the terms of this
Agreement and (ii) such New Subsidiary delivered a Utilisation Request and the
amount so requested has been advanced, but this provision is without prejudice
to any obligation which the Company may have to procure that such New
Subsidiary becomes a Guarantor in accordance with Clause 27.3 (Additional Guarantors).  
   (e)A New
Subsidiary may not utilise the Senior Facilities unless either (i) the
Rosenthal shareholders resolution contemplated by Clause 4.4 (Conditions Subsequent  Rosenthal) has
been duly passed or (ii) Rosenthal has ceased to be a Borrower in accordance
with the terms of that clause.  4.4Conditions Subsequent  Rosenthal (a)If the
shareholders of Rosenthal have not resolved to approve the execution of this
Agreement and the Security Documents to which it is a party by 5 January 2005
(or such later date as the Agent may agree), then the ensuing provisions of
this Clause 4.4 shall apply.  (b)The
Company shall procure that, no later than 12 January 2005, the Borrowers draw
down Utilisations equivalent to the amounts owing by Rosenthal and apply the
same in repayment or prepayment of the Utilisations previously made by
Rosenthal and which remain outstanding.  (c)For these
purposes, the Reserve made against the amounts owing in respect of the WW
Subordinated Facility shall be released in an amount equivalent to the
Utilisations required to be made under (b) above.  (d)Upon
compliance with the foregoing provisions of this Clause 4.4 (i) the Agent shall
release the security created by Rosenthal and (ii) Rosenthal shall cease to be
a Borrower.  4.5Conditions Subsequent  Rosenthal USA Limited  The Company
shall procure within 30 days of the date of this Agreement that Rosenthal USA
Limited shall accede as an Additional Borrower and an Additional Guarantor in
accordance with Clause 27 (Changes to the
Obligors).  5.5.UTILISATION  5.1Delivery of a Utilisation Request A Borrower may utilise a Facility by delivery to the
Agent of a duly completed Utilisation Request with respect to the relevant
Facility not later than 11.00 a.m. on the second Business Day before the
proposed Utilisation Date (or, in the case of the first Utilisation, by 11.00
am on the proposed Utilisation Date). 
The relevant Borrower will deliver the form of Utilisation Request
appropriate to the desired form of Utilisation.  5.2Completion of a Utilisation Request (a)Each Utilisation Request is irrevocable and will not be regarded as
having been duly completed unless:  (i)the proposed Utilisation Date is a Business Day within the
Availability Period applicable to the Facility in question;  (ii)the Utilisation request complies with the terms of Clause 6 (Restrictions applicable to Individual Facilities)
and with all other relevant provisions of this Agreement; and  (iii)the Utilisation Request is expressed in a Permitted Currency and it  
   otherwise
complies with (and contains the information and enclosures required by) the
applicable form of Utilisation Request.  (b)Only one Utilisation may be requested in each Utilisation Request.  5.3Reutilisation Subject to the terms of this Agreement, the
Receivables Finance Facility and the Revolving Credit Facility are of a
revolving nature and amounts recovered or repaid in respect of those Facilities
may accordingly be redrawn.  For this
purpose, amounts received in respect of the Receivables Finance Facility and
the Revolving Credit Facility will be applied in reduction of the relevant
Obligors liabilities then due on the Business Day of actual receipt by the
Agent.  5.4Lenders obligations (a)If the conditions set out in this Agreement have been met, each
Lender shall comply with the terms of a duly completed Utilisation Request on
the applicable Utilisation Date by making available its participation in the
requested Utilisation in accordance with the terms of this Agreement.  (b)The amount of each Lenders participation in each Utilisation in
which it is required to participate will be an amount equal to its Pro Rata
Share of that Utilisation.  (c)The Agent shall notify each relevant Lender weekly or more
frequently at the Agents discretion of the amount of each Utilisation and of
that Lenders participation in that Utilisation no later than 11.00 am on the
Business Day prior to the intended Utilisation Date (or, in the case of the
first Utilisation, by 11.00am on the proposed Utilisation Date).  5.5Settlements; Funding Arrangements 6.4The provisions of Schedule 4 (Provisions applicable to US Lenders and the
Administration of the Senior Facilities) shall have effect in
relation to the US Lenders.  6.RESTRICTIONS APPLICABLE TO INDIVIDUAL
FACILITIES  6.1Property and Equipment Loan Facilities The Property Loan Facility
and the Equipment Loan Facility must each be drawn down in full in one amount
before the end of the applicable Availability Period.  6.2Senior Tranche B Facility The Senior Tranche B
Facility must be drawn down in full in one amount before the end of the
applicable Availability Period.  6.3Overall Facility Limits (a)The aggregate principal amount of (i) the Extended Term Loan, (ii)
all Receivables Loans, (iii) all Revolving Loans, (iv) all L/C Exposures, (v)
all Property Loans and (vi) all Equipment Loans (without double counting) shall
not at any time exceed the Senior Facility Limit.  (b)The aggregate principal amount of the outstanding Senior Tranche B
Loan shall not at any time exceed the Senior Tranche B Facility Limit.  
   6.4Specific Facility Limits (a)The aggregate principal amount of (i) the Extended Term Loan, (ii)
all Receivables Loans, (iii) all Revolving Loans and (iv) all L/C Exposures,
shall not any time exceed the Total Availability.  (b)The aggregate principal amount of all outstanding Receivables Loans
shall not at any time exceed the lesser of (i) the Total Receivables
Availability and (ii) the Receivables Limit.  (c)The aggregate principal amount of (i) all Revolving Loans and (ii)
all L/C Exposures shall not at any time exceed the Revolving Credit Limit.  (d)The aggregate principal amount of outstanding Revolving Loans made
in respect of Eligible Stock shall not at any time exceed the lesser of (i) the
Total Stock Availability and (ii) the Stock Limit.  (e)The aggregate principal amount of the Extended Term Loan, the
Receivables Loans and the Revolving Loans shall not exceed the aggregate of (i)
the Revolving Credit Limit and (ii) the Receivables Limit.  (f)The aggregate principal amount of all L/C Exposures shall not at any
time exceed the L/C Limit.  (g)The principal amount outstanding in respect of the Property Loans
shall not at any time exceed the limits established pursuant to Clause 2.2(b) (The Term Loan Facilities).  (h)The principal amount outstanding in respect of the Equipment Loans
shall not at any time exceed the limit established pursuant to Clause 2.2(a) (The Term Loan Facilities).  (i)The aggregate of the principal amounts advanced with reference to
the Eligible Stock and the Eligible Receivables of the German Borrowers shall
not at any time exceed 23,500,000.  (j)No Utilisation shall be made to the extent that it would result in
the principal amount outstanding in respect of the Facilities exceeding the
amount permitted to be borrowed under the terms of clause 4.3 of the High Yield
Bond Indenture as shown in the then most recent legal opinion delivered to the
Agent for the purposes of this sub-clause.  6.46.5Allocation
of Reserves and Adjustments (a)The Reserve of 20,000,000 shall in the first instance be allocated
to the Total Stock Availability and the Total Receivables Availability
attributable to the UK Borrowers and the Irish Borrowers.  (b)The Agent may (after consultation with the Company and acting
reasonably) from time to time:  (i)reduce the Receivables Advance Amount applicable to the Receivables
of a particular Borrower to reflect the fact that the Dilution Rate for that
Borrower  
   exceeds five
percent (provided that (x) the reduction in the Receivables Advance Amount
shall be pro rata to the Dilution Rate and (y) to the extent to which the
Dilution Rate exceeds 10 per cent, the reduction in the Receivables Advance
Amount shall be twice the Dilution Rate in excess of 10 per cent);  (ii)reduce the Total Stock Availability (or any component of it) to
reflect (i) any reduction in the rate of turnover, quality, liquidation value
or other matter affecting patterns of sale or (ii) any reduction in the Stock
Limit pursuant to any provision of this Agreement;  (iii)allocate the Reserves among the Borrowers in such proportions as the
Agent may deem appropriate; and  (iv)establish, in relation to each Borrower, such sub-limits with
respect to the Utilisation of the Facilities as the Agent may deem appropriate
(but the establishment of a sub-limit pursuant to this sub-clause (iv) shall
not give rise to an obligation to repay any moneys then outstanding).  6.6Corporate and Country Sub-Limits Without
prejudice to the generality of the Agents powers under Clause 6.5 (Allocation of Reserves and Adjustments),
the following restrictions shall apply in any event:  (a)individual
Borrowers may only request Utilisations of the Receivables Finance Facility and
the Revolving Credit Facility in reliance on the availability derived from
Eligible Receivables owing to, or Eligible Stock owned by, that particular
Borrower; and  (b)no Utilisation in
respect of the Receivables Facility or the Revolving Credit Facility may be
requested by any other Borrower if, at the time of such request (i) the amounts
available for Utilisation by the US Borrowers exceed 5,000,000 or (ii) the
amounts available for Utilisation by the German Borrowers exceed 3,000,000.  6.7Prior Utilisation of Extended Term Loan No Receivables
Loan or Revolving Loan shall be made unless the Extended Term Loan has been
drawn down in full in accordance with the provisions of Clause 7 (Extended Term Loan Facility) and Clause
8.3 (a) (Order of Application).  Accordingly, the first Cash Request shall be
for an amount of not less than 30,000,000 (but, if necessary, the Cash Request
can be served by a number of Borrowers and the Extended Term Loan will then be
apportioned among them in such proportions as the Agent may determine).  6.8Prohibition on Utilisations No Utilisation
may be made if it would cause any of the limits referred to in this Clause 6 to
be exceeded.  6.9Deemed Utilisations If the Agent makes any
payment pursuant to or in respect of any L/C, the Obligor for whose account
such payment was made shall be deemed on the date of such payment to have
received the proceeds of a Utilisation. 
A Utilisation so deemed to be made shall be  
   deemed to be a Revolving
Loan and the other provisions of this Agreement (as to interest, repayment and
otherwise) shall apply to such Utilisation accordingly.  The Agent shall give notice to the Senior
Lenders of any Utilisation deemed to be made pursuant to this Clause 6.9 and
the Senior Lenders shall thereupon make available to the Agent their respective
participations in such Utilisation as if a Cash Request had been given in
relation to the amount concerned.  The
obligation of the Senior Lenders to pay such amounts shall be unconditional in
all respects and shall not be affected by the existence of an Event of Default
or any other matter whatsoever.  7.EXTENDED TERM LOAN FACILITY  7.1Drawdown of Extended Term Loan No Senior Facility may be utilised unless the Senior
Tranche B Loan Facility has first been drawn down in full.  7.2Utilisation of Extended Term Loan Facility The Extended Term Loan may be drawn by one or more
Borrowers, subject always to the provisions of Clause 6.4 (Specific Facility Limits) and the other
provisions of this Agreement.  The
Extended Term Loan Facility constitutes a sub-limit within the Receivables
Finance Facility and the Revolving Credit Facility.  8.RECEIVABLES FINANCE FACILITY  8.1Delivery of Receivables Notice Each Borrower
shall deliver a duly completed Receivables Notice to the Agent on each Business
Day.  8.2Determination of Receivables Advance Amount The Agent acting reasonably shall determine the
Receivables Advance Amount for the Receivables specified in a Receivables
Notice on the basis of information provided by the Company or relevant Borrower
and will (upon request) advise the Senior Lenders and the relevant Borrower of
such determination.  8.3Order of Application (a)Any amounts paid by the Senior Lenders pursuant to a Cash Request
shall be deemed to be applied (firstly) in the drawing of the Extended Term
Loan, to the extent not previously or fully drawn, (secondly) in the drawing of
a Receivables Loan and (thirdly) in the drawing of a Revolving Loan.  (b)A Receivable which is otherwise an Eligible Receivable shall cease
to be an Eligible Receivable on the earlier of (i) the date on which the
relevant account debtor pays such Receivable and (ii) the Maturity Date.  9.SENIOR TRANCHE B FACILITY  9.1Drawdown of Senior Tranche B Facility The Company may draw down
the Senior Tranche B Facility in accordance with the other provisions of this
Agreement.  
   9.2Ranking The Senior Tranche B Loan ranks pari passu in right of
payment with the Senior Facilities.  10.PROVISIONS CONCERNING L/CS  10.1Delivery of L/C Requests No L/C Request may be
delivered unless the form and content of the requested L/C has previously been
approved by the Agent.  10.2Restriction Against Issue of L/Cs (a)Unless it otherwise so elects on any occasion, the Agent will not
itself issue L/Cs but shall arrange for them to be issued by other financial
institutions in accordance with the terms of this Agreement.  (b)The Agent is not obliged to issue or arrange the issue of any L/C if
the Agent determines that this would result in the breach of any applicable law
or regulation.  (c)Without limiting the generality of paragraph (b) above, no L/C shall
be issued to an Irish resident beneficiary or for the account of an Irish
Borrower except by an institution which is licensed or otherwise authorised for
that purpose in Ireland.  10.3Payment of L/Cs against demand  A Borrower which requests
the Agent to arrange the issue of an L/C:  (a)authorises the Agent to pay any claim made or purported to be made
under such L/C or any indemnity given by the Agent in respect thereof and which
appears on the face of it to be in order (a claim);  (b)undertakes immediately and unconditionally on demand (i) to pay to
the Agent an amount equal to the amount of any claim and (ii) to indemnify the
Agent against any cost, loss or liability incurred by the Agent in connection
with the L/C or its performance or any other matter relating thereto;  (c)acknowledges that (i) the Agent is not obliged to carry out any
investigation or to seek any confirmation from such Borrower or any other
person before paying a claim, (ii) the Agent will deal in Documents only and
will thus not be concerned with any matters concerning any Goods or other
issues relating to the underlying transaction or underlying obligation (as the
case may be) and (iii) such Borrower will be bound by any action taken by the
Agent in good faith in relation to any L/C (including any decision to amend or
extend the L/C and any interpretation of the terms or effect of any L/C, but
not including any decision to increase the amount of any L/C); and  (d)acknowledges that its obligations of payment and reimbursement under
this Clause 10.3 will not be in any way prejudiced, affected or diminished by
(i) any unenforceability of, or amendment to or extension of, any L/C or any
other document or security, (ii) the validity, legitimacy or accuracy of any
document or  
   claim
submitted pursuant to any L/C or any action taken or omitted with respect
thereto or (iii) any other matter or thing which (but for this provision) might
otherwise have the effect of diminishing or extinguishing such Borrowers
liability pursuant to this Clause 10.3.  10.4Pledge All Goods and Documents are hereby and shall upon
despatch from the supplier of any Goods be deemed to be pledged by the relevant
Borrower to the Agent and the Goods and the proceeds of all insurances in
relation to them and all sales of them and all of the relevant Borrowers
rights as unpaid seller of them shall be a continuing security for the payment
and discharge in full of all of the obligations of the relevant Borrower in
respect of the L/C concerned.  10.5Perfection of Pledge The Agent shall be entitled at its option and at any
time whilst an Event of Default is subsisting to obtain possession of the Goods
in order to perfect the pledge made by Clause 10.4 (Pledge).  The relevant
Borrower assigns to the Agent its right, title and interest in and to the
Documents and all claims and rights arising from them and the relevant Borrower
irrevocably and unconditionally authorises the Agent to sign all documents and
do all such other things as may be necessary to obtain possession of and to
realise the Goods, and to apply the proceeds in reduction of amounts owing
under this Agreement.  10.6Trust Receipts The Goods and the Documents shall only be released to
the relevant Borrower by the Agent against receipt by the Agent of a duly
executed trust receipt from the relevant Borrower in the Agents standard form
at the time or (failing such execution) shall be deemed to be subject to a
trust receipt in such form.  11.CURE RIGHTS  11.1Cure Defaults The Agent (acting in the name of and on behalf of, the
relevant Obligor) may, at its option and upon notice to the Company to that
effect:  (a)cure any default by any Obligor under any agreement with respect to
a Receivable or under any other agreement with a third party as the Agent may
consider necessary to facilitate the collection of Receivables or to facilitate
access to any security under any of the Security Documents;  (b)make any payment, reach any settlement or compromise, issue, make or
pay any bond, appeal any judgment against an Obligor or take any other action
it may deem necessary to prevent any repossession, seizure, execution,
attachment or similar process against any plant, machinery or other asset of an
Obligor which might impair the security (or the enforcement of any security)
granted to the Agent under any Security Document; and  (c)discharge any Taxes and any other Security Interests from time to
time subsisting with respect to any asset of any Obligor.


12.REPAYMENT  12.1Receivables Finance (a)If
the Agent determines that it has not received (in accordance with Clause 12.8 (Collection of Receivables)) full payment
in respect of an Eligible Receivable on the applicable Maturity Date, then the
relevant Borrower shall on demand pay to the Agent, for the account of the
Lenders an amount equal to the amount of the Receivables Advance Amount not
received by the Agent in respect of such Eligible Receivable.  (b)Nothing in paragraph (a) above shall prevent the Agent from pursuing
payment in respect of an Eligible Receivable from the account debtor or from
receiving payment of such Relevant Receivable to the credit of a Blocked
Account.  Each Obligor shall render such
assistance as the Agent may reasonably require for that purpose.  (c)The Agent may deduct from payments in respect of Eligible
Receivables made by account debtors or any of the Obligors into a Blocked
Account the then Receivables Advance Amounts in respect of such Relevant
Receivables.  Any balance remaining after
such deduction shall be applied in accordance with Clause 12.2 (Order of Application).  12.2Order of Application (a)Prior to the Enforcement Point, any moneys received by the Agent
(whether by way of direct payment or upon realisation of any Collateral) from
an Obligor shall be applied in the following order:  (i)first, in payment of any fees, expenses or indemnities then due to
the Agent or a Lender;  (ii)secondly, to pay interest due in respect of any Loans (where
necessary, pro rata among any Loans in respect of which interest has fallen due
on or prior to the date of such receipt);  (iii)thirdly, to pay any principal then due in respect of any of the
Loans then due and to pay or prepay any amounts then owing in respect of the
Ancillary Facilities, up to the amount of any Reserve established in connection
therewith;  (iv)fourthly, in payment of any other amounts owing under the Finance
Documents (taking no account for this purpose of the Reserve referred to in
sub-clause (iii) above; and  (v)fifthly, by way of refund of amounts paid by account debtors in
respect of Receivables and which remain due to the relevant Borrower following
the application of this Clause, in payment to the relevant Borrower by credit
to such Other Account as it may specify.  (b)Where necessary in order to give effect to the provisions of this
Clause 12.2, any amount outstanding or received in a currency other than euro
shall be converted into euro at the Exchange Rate.  
   (c)Notwithstanding the provisions of sub-clause (a) above:  (i)amounts received from a UK Obligor shall be applied first to amounts
owing by that or any other UK Obligor;  (ii)amounts received from an Irish Obligor shall be applied first to
amounts owing by that or any other Irish Obligor;  (iii)amounts received from a US Obligor shall be applied first to amounts
owing by that or any other US Obligor; and  (iv)amounts received from a German Obligor shall be applied first to
amounts owing by that German Obligor.  (d)Any Acquisition Expenses Loans shall be repaid from the proceeds of
a rights issue by the Company.  12.3Order of Application  Enforcement Point Following the
Enforcement Point, the order of distribution of moneys received or held by the
Agent shall be governed by Clause 10 (Post-Enforcement
Distributions) of the Intercreditor Agreement.  12.4Currencies Where (i) any
amount is held or is to be applied by the Agent in reduction of amounts owing
under this Agreement and (ii) the relevant amounts are denominated in different
currencies, the Agent may apply the amounts so held or to be applied in the
purchase of the latter currency at such rate (including commissions) as the
Agent (acting reasonably) may deem to be appropriate.  Alternatively, the Agent may hold those funds
pending receipt of the Companys instructions.  12.5Repayment of Term Loans (a)Each Borrower to which an Equipment Loan is made shall repay that
Equipment Loan in accordance with the terms of this Clause 12.5(a).  Commencing on 1 November 2004 and the first day
of each subsequent calendar month thereafter, each such Borrower shall repay an
instalment equal to 1.67 per cent of its Equipment Loan.  On the First Repayment Date, each such
Borrower shall repay the outstanding balance of its Equipment Loan in full.  (b)Each Borrower to which a Property Loan is made shall repay that
Property Loan in accordance with the terms of this Clause 12.5(b).  Commencing on 1 November 2004 and the first
day of each subsequent calendar month thereafter, each such Borrower shall
repay an instalment equal to 0.834 per cent of the Property Loan.  On the First Repayment Date, each such
Borrower shall repay the outstanding balance of its Property Loan in full.  12.6Repayments and Facility Limits (a)Each relevant Borrower shall from time to time on demand of the
Agent make such prepayments as may be necessary to ensure that its Equipment
Loan at no time exceeds 80 per cent of the then most recent Equipment
Valuation.  (b)Each relevant Borrower shall from time to time on demand of the
Agent make  
   such
prepayments as may be necessary to ensure that its Property Loan at no time
exceeds 75 per cent of the then most recent Property Valuation.  (c)Any amounts repaid pursuant to (a) or (b) above shall be applied
against the relevant repayment instalments under Clause 12.5 (Repayment of Term Loans) in reverse order
of maturity.  (d)If at any time and for any reason (whether by reason of any
Receivables ceasing to be Eligible Receivables, any Stock ceasing to be
Eligible Stock, by reason of any fluctuation in the rate of exchange of any
currency as against the euro, whether affecting the Euro Equivalent of any
outstanding Utilisations, the Euro Equivalent value of any Receivables or any
Stock, or otherwise howsoever) any outstanding Utilisations cause any limit on
any of the Facilities or any other Availability Limit to be exceeded, then the
Company will immediately repay or procure the repayment of such amounts
(together with accrued interest on such amounts) as may be necessary to remedy
the position (it being agreed for these purposes that the Extended Term Loan
shall be repaid last among the Senior Facilities).  If necessary for that purpose, the Company
shall also provide or procure the provision of cash cover to the Agent in
respect of any contingent obligations assumed by the Agent pursuant to this
Agreement.  12.7Final Repayment (a)On the First Repayment Date, the Company will pay (or procure
payment) to the Agent in full all outstanding amounts and unpaid liabilities
owing to the Senior Lenders under the Finance Documents (whether by way of
principal, interest, commission, fees, costs, expenses or otherwise) and shall
pay to the Agent such amount as is necessary to provide full cash collateral
for any outstanding obligations (contingent or otherwise) assumed by the Agent
pursuant to the terms of this Agreement. 
The provisions of this sub-clause (a) shall not apply to amounts owing
solely in respect of the Extended Term Loan or the Ancillary Facilities.  (b)On the Second Repayment Date, the Company will pay (or procure
payment) to the Agent in full all outstanding amounts and unpaid liabilities
under the Finance Documents (whether by way of principal, interest, commission,
fees, costs, expenses or otherwise) which then remain owing:  (i)to the Senior Lenders in respect of the Extended Term Loan; and  (ii)to the Senior Tranche B Lenders in respect of the Senior Tranche B
Loan.  (c)Each Borrower will pay (or procure payment) to the Ancillary
Facility Provider of all amounts from time to time due from that Borrower in
respect of the Ancillary Facilities in accordance with their terms.  
   12.8Collection of Receivables With respect to the collection of
Receivables, each Obligor undertakes with the Agent and the Lenders as follows:  (a)it will collect and hold the proceeds of such Receivables as agent
and trustee for the Agent and immediately pay all amounts so received into a
Blocked Account;  (b)if any account debtor makes a payment into any account which is not
a Blocked Account, it will immediately upon becoming aware of such payment (i)
transfer the relevant amounts to a Blocked Account and (ii) direct the relevant
account debtor to make future payments to a Blocked Account;  (c)the payments and collections described in (a) and (b) above shall be
carried out on a daily basis or (following an Event of Default) at such other
intervals as the Agent may require;  (d)it will not grant any credit, discount or similar allowance in
respect of any Receivable except in the ordinary course of business in
accordance with its normal policies or with the Agents consent;  (e)it will indemnify the Agent on demand against any liability incurred
to any bank or person involved in the operation of a Blocked Account.  12.9Business Days If any
payment under any Finance Document would otherwise be due on a day which is not
a Business Day, it will be due on the next Business Day or (if that Business
Day falls in the following month) on the preceding Business Day.  This provision shall not apply to the
Ancillary Facilities.  12.10Calculation of Interest All interest and commitment fee under this Agreement
shall be calculated on the basis of actual days elapsed and a 365 day year (in
the case of sterling or any interest accruing at the Prime Rate) or a 360 day
year (in any other case).  For the
purposes of calculating interest, any repayments received in respect of the
Facilities concerned shall be credited to the relevant Facility in accordance
with arrangements agreed between the Company and the Agent for that purpose.  12.11Certificates and Determinations Any certification or determination by a Finance Party
of a rate or amount under any Finance Document is, in the absence of manifest
error, prima facie evidence of the matters to which it relates.  12.12Cash Collateral Any amount to be provided under this Agreement by way
of cash collateral in respect of any contingent liability shall stand charged
to the Agent by way of cash cover in respect of such obligation and shall be
held by the Agent in a blocked interest bearing account for application against
such contingent liability.  Withdrawals
from such account may only be made in order to pay amounts owing to the Agent
in respect of the liability concerned and (if so requested by the Agent) the
relevant Borrower shall execute a charge over such account in such form as the
Agent may require.  After such  
   liability has expired or has been settled to the
satisfaction of the Agent, any remaining balance shall be applied (i) in
settlement of any other amounts then owing to the Agent under any Finance
Documents and (ii) in repayment to the Obligor which provided such cash
collateral.  13.CANCELLATION  13.1Illegality If it becomes unlawful in any applicable jurisdiction
for any Lender to perform or maintain any of its obligations as contemplated by
this Agreement then that Lender may notify the Agent, which shall in turn
notify the Company to that effect.  The
Commitment of that Lender shall thereupon be cancelled and the Borrowers to
which outstanding Utilisations have been made or contributed to by that Lender
shall upon demand (i) pay to the Agent for the account of that Lender all
amounts then owing by them under this Agreement to that Lender (including any
accrued interest, fees and other amounts) and (ii) provide cash cover to that
Lender in respect of all L/Cs or other contingent obligations assumed at the
request of that Borrower.  A Lender
affected by this Clause 13.1 shall endeavour to mitigate the impact thereof in
accordance with Clause 19.1 (Mitigation).  13.2Voluntary cancellation The Company may, if it gives the Agent not less than
10 Business Days prior notice, cancel the whole or any part of a Senior
Facility whereupon such Senior Facility shall be cancelled to the extent stated
in such notice.  No cancellation notice
may be given in respect of amounts represented by outstanding Utilisations.  13.3Cancellation Fee If the whole or any part of a Facility is cancelled as
a result of (i) a notice given by the Company under this Clause 13, (ii) a
notice given by the Agent on behalf of all of the Lenders under this Clause 13
or (iii) a notice given by the Agent under Clause 25 (Events of Default) then and in each such
case the Company shall pay to the Agent for the account of the Lenders on the
effective date of such cancellation a cancellation fee calculated as a
percentage of the amount of the Facilities so cancelled, as follows:  (1)
  Number of Months
  from date of this Agreement
  
  (2)
  Applicable Percentage0  12
  
  
  2 per cent12  24
  
  
  1.5 per cent24  36
  
  
  1 per cent  The following additional provisions shall apply with
respect to the cancellation fee:  (a)if
the Facilities are extended beyond the original term of 36 months, then the one
per cent. cancellation fee shall continue to apply during the extended term;  
   (b)no
cancellation fee will be payable during months 24  36 in respect of the
Receivables Finance Facility or the Revolving Credit Facility if (i) acting in
accordance with the requirement of its auditors to secure 12 month working
capital facilities, the Company requests the Lenders to extend the maturity of
those Facilities and (ii) the Lenders decline to accede to that request; and  (c)No
cancellation fee shall be payable to a Lender pursuant to this Clause 13.3 (Cancellation Fee) who gives notice
pursuant to Clause 13.1 (Illegality),
unless all of the Lenders give a similar notice at or about the same time.  13.4Right of Prepayment and Cancellation in relation to a single Lender (a)If :  (i)any sum payable to any Senior Lender by an Obligor is required to be
increased under Clause 16.2 (Tax gross-up);
or  (ii)any Senior Lender claims indemnification from the Company under
Clause 16.3 (Tax Indemnity) or
Clause 17.1 (Increased Costs),
then in each case the Company may, whilst the circumstances giving rise to the
requirement or indemnification continues, give the Agent notice of cancellation
of the Senior Commitment of that Senior Lender and its intention to procure the
repayment of that Senior Lenders participation in the Utilisations.  (b)On receipt of a notice referred to in paragraph (a) above, the
Senior Commitment of that Senior Lender shall thereupon be reduced to zero.  13.5Restrictions and conditions (a)Any notice of cancellation or prepayment given pursuant to this
Clause 13 shall be irrevocable and shall specify the date or dates upon which
the relevant cancellation or prepayment is to be made and the amount of that
cancellation or prepayment.  (b)Any repayment or prepayment under this Agreement shall be made
together with accrued interest, and any other amounts owing in respect of the
amount repaid or prepaid.  (c)No amount of any Facility which is cancelled may subsequently be
reinstated.  Save as provided by Clause
5.3 (Reutilisation) no amount
repaid or prepaid may be redrawn.  (d)The Borrowers shall not repay, prepay or cancel the Facilities or
any part of them except at the times and in the manner expressly provided for
in this Agreement.  14.INTEREST  14.1Calculation of interest  Senior Loans The rate of interest on each Senior Loan shall be the
percentage rate per annum which is the aggregate of:  (a)the Senior Margin;  
   (b)LIBOR; and  (c)the Mandatory Cost.  14.2Calculation of Interest  Senior Tranche B Loan (a)The rate of interest on the Senior Tranche B Loan shall be the
percentage rate per annum which is the aggregate of:  (i)the Senior Tranche B Margin; and  (ii)LIBOR or the Prime Rate (as selected in accordance with this Clause
14.2).  (b)Not less than one Business Day before the Utilisation Date of the
Senior Tranche B Facility and not less than one Business Day before the last
Business Day of each month, the Company shall notify the Senior Tranche B
Lender whether it wishes interest in respect of the ensuing month to accrue by reference
to LIBOR or the Prime Rate.  Any such
selection shall take effect in accordance with its terms.  (c)If the Company elects that interest shall accrue by reference to
LIBOR, then it may select the 30, 60 or 90 day rate for those purposes, but any
such election shall remain binding for the period concerned.  (d)If no valid election has been made or is in force for the purposes
of the foregoing provisions of this Clause 14.2, interest shall accrue by
reference to the Prime Rate.  14.3Payment of interest Each Borrower
to which a Loan has been made shall pay accrued interest on that Loan on the
last Business Day of each month.  14.4Default interest If an Event of
Default has occurred and so long as the same is continuing, interest shall
accrue on all amounts owing under the Finance Documents at a rate which is two
per cent higher than the rate ascertained pursuant to Clause 14.1 (Calculation of interest  Senior Loans)in
the case of the Senior Facilities or Clause 14.2 (Calculation of Interest  Senior Tranche B Loan) in the
case of the Senior Tranche B Loan.
Any interest accruing under this Clause 14.3 shall be payable on demand and may
be compounded on such basis as the Agent deems appropriate (but not more often
than weekly).  The provisions of this
Clause 14.4 shall not apply to the Ancillary Facilities.  15.FEES  15.1Commitment Fee  The Company
shall pay to the Senior Lenders a commitment fee computed from the date of this
Agreement at the rate of 0.375 per cent. per annum of the daily undrawn/unutilised
amount of the Senior Facility Limit. The accrued commitment fee is payable on
the last day of each calendar month which ends during the relevant Availability
Period, on the last day of the Availability Period and, if the Senior
Facilities are cancelled in full, on the effective date of such cancellation.  
   15.2Arrangement, Underwriting and Facility Fees The Company
shall pay to the Agent on the date of this Agreement and/or on the other dates
set out in the Fee Letter the arrangement, underwriting and facility fees, and
the other costs and expenses set out in the Fee Letter.  15.3Monitoring Fee The Company shall pay to the Agent on the date of this
Agreement and on each of the dates falling at monthly intervals after that date
until no further amounts are owing in respect of the Senior Facilities, a
monitoring fee of an amount set out in the Fee Letter.  15.4Security Trustee and other Expenses The Company shall pay to
the Agent the other fees, expenses and other amounts at the times and in accordance
with the terms specified in the Fee Letter.  15.5L/C Fee Each Borrower shall pay to the Agent (for the account
of the Senior Lenders pro rata to their participations) a fee equal to 2.5 per
cent per annum on the face amount of each L/C issued at the request of that
Borrower in respect of the period from the date of issue until the expiry of
such L/C. Such fee shall be paid monthly in arrear and on the Expiry Date of
such L/C.  15.6Fronting Fee; Participation Fee (a)When and as the Agent collects interest on behalf of itself (to the
extent that the Agent is providing funding on behalf of Participating Lenders)
or a Funding Lender (to the extent that such Funding Lender is providing
funding on behalf of a Participating Lenders) prior to the Participation
Settlement Date (as defined in Schedule 4 (Provisions
Applicable to US Lenders and the Administration of the Senior Facilities)),
the Agent shall retain for its account and the account of Funding Lenders
interest at the applicable interest rate, any Mandatory Costs incurred and an
amount equal to the Fronting Fee (as defined in Clause 15.6 (b) below) and
shall promptly thereafter distribute to each Participating Lender such
Participating Lenders share of the remaining Margin as a participation fee (the
Participation Fee).  Such share shall be based on the fraction,
expressed as a percentage, the numerator of which is the Senior Commitment of
such Participating Lender and the denominator of which is the total of the
Senior Commitments of all Participating Lenders.  If a Borrower pays less than all of the
interest then due and owing by it for any period, that portion of the interest
equal to the Participation Fee shall be deemed to be the last portion of
interest paid or to be paid.  For the
avoidance of doubt, from and after the Participation Settlement Date (assuming
each Participating Lender has paid all amounts required to be paid by it on and
after such date), interest shall be distributed by the Agent for the rateable
benefit of all Senior Lenders.  (b)When and as the Agent collects interest on behalf of itself or a
Funding Lender prior to the Participation Settlement Date, the Agent shall
retain for the account of the Funding Lenders, an amount equal to interest at a
rate of 0.50 per cent.  
   per annum on
all Utilisations funded by such Funding Lender (the Fronting Fee).  15.7Senior Tranche B Fees The Company
shall pay to the Senior Tranche B Lender on the date of this Agreement and/or
on the other dates set out in the Senior Tranche B Fee Letter, the fees, costs
and expenses set out in the Senior Tranche B Fee Letter.  16.TAX
GROSS-UP AND SET OFF  16.1Definitions (a)In
this Agreement:  Protected Party
means a Finance Party which is or will be subject to any liability, or required
to make any payment or suffer any deduction or withholding, for or on account
of Tax in relation to a sum received or receivable (or any sum deemed for the
purposes of Tax to be received or receivable) under a Finance Document.  Qualifying Lender
means:  (i)in
respect of a payment made by an Obligor incorporated in the United Kingdom, a
Lender which is beneficially entitled to interest payable to that Lender in
respect of an advance under a Finance Document and is:  (A)a
Lender:  (1)which is
a bank (as defined for the purpose of section 349 of the Taxes Act) making an
advance under a Finance Document; or  (2)in
respect of an advance made under a Finance Document by a person that was a bank
(as defined for the purpose of section 349 of the Taxes Act) at the time that
that advance was made,  and which is
within the charge to United Kingdom corporation tax as respects any payments of
interest made in respect of that advance; or  (B)a
Lender which is:  (1)a company
resident in the United Kingdom for United Kingdom tax purposes;  (2)a
partnership each member of which is a company resident in the United Kingdom
for United Kingdom tax purposes; or  (3)a company
not so resident in the United Kingdom which carries on a trade in the United
Kingdom through a United Kingdom permanent establishment and which  
   brings
interest payable in respect of that advance in computing the chargeable profits
(within the meaning given by section 11(2); or  (C)a
Treaty Lender with respect to the United Kingdom; or  (ii)in
respect of a payment which is treated under the Code as United States source
interest, a Lender which is:  (A)a
United States person within the meaning of Section 7701(a)(30) of the Code,
provided such Lender timely has delivered to the Agent for transmission to the
Obligor making such payment two original copies of IRS Form W-9 (or any
successor form) either directly or under cover of IRS Form W-8IMY (or any
successor form) certifying its status as a United States person; or  (B)a
Treaty Lender with respect to the United States of America that is entitled to
receive payments under the Finance Documents without deduction or withholding
of any United States federal income Taxes, provided such Lender timely has
delivered to the Agent for transmission to the Obligor making such payment two
original copies of IRS Form W-8BEN (or any successor form) either directly or
under cover of IRS Form W-8IMY (or any successor form) certifying its
entitlement to receive such payments without any such deduction or withholding
under a double taxation treaty; or  (C)entitled
to receive payments under the Finance Documents without deduction or
withholding of any United States federal income Taxes either as a result of
such payments being effectively connected with the conduct by such Lender of a
trade or business within the United States or under the portfolio interest
exemption, provided such Lender timely has delivered to the Agent for
transmission to the Obligor making such payment two original copies of either
(1) IRS Form W-8ECI (or any successor form) either directly or under cover of
IRS Form W-8IMY (or any successor form) certifying that the payments made
pursuant to the Finance Documents are effectively connected with the conduct by
that Lender of a trade or business within the United States or (2) IRS Form
W-8BEN (or any successor form) either directly or under cover of IRS Form
W-8IMY (or any successor form) claiming exemption from withholding in respect
of payments made pursuant to the Finance Documents under the portfolio interest
exemption and a statement certifying that such Lender is not a person described
in Section 871(h)(3)(B) or Section 881(c)(3) of the Code or (3) such other
applicable form prescribed by the IRS  
   certifying as
to such Lenders entitlement to exemption from United States withholding tax
with respect to all payments to be made to such Lender under the Finance
Documents.  For the purposes of this paragraph (ii), in the case
of a Lender that is not treated as the beneficial owner of the payment (or a
portion thereof) under Chapter 3 and related provisions (including Sections
871, 881, 3406, 6041, 6045 and 6049) of the Code, the term Lender shall mean
the person who is so treated as the beneficial owner of the payment (or portion
thereof); or  (iii)in respect
of a payment which is treated for Irish tax purposes as Irish source interest,
a Lender which is:  (A)a
person which is, pursuant to Section 9 of the Central Bank Act, 1971 of Ireland
licensed to carry on banking business in Ireland and whose Facility Office is
located in Ireland and which is carrying on a bona fide banking business in
Ireland; or  (B)an
authorised credit institution under the terms of the Codified Banking Directive
that has duly established a branch in Ireland or has made all necessary
notifications to its home state competent authorities required thereunder in
relation to its intention to carry on banking business in Ireland and carries
on a bona fide banking business in Ireland and has its Facility Office located
in Ireland; or  (C)a
body corporate which is a resident of a territory with which Ireland has a
double taxation treaty under the terms of that treaty or which is resident in a
Member State of the European Communities (other than Ireland) under the laws of
that Member State, provided such company does not provide its commitment
through or in connection with a branch or agency in Ireland, provided that
where the recipient is:  (1)a U.S. corporation, the U.S. corporation is incorporated in the U.S.
and subject to tax in the U.S. on its worldwide income or;  (2)a U.S. LLC, the ultimate recipients of the interest are resident in
and under the laws of a country with which Ireland has a double tax treaty or
resident in and under the laws of a member state of European Communities (other
than Ireland) and the business conducted through the LLC is so structured for
market reasons and not for tax avoidance purposes; or  (D)a
qualifying company within the meaning of Section 110 of the Taxes Consolidation
Act, 1997 of Ireland as amended; or  
   (E)a
Lender which is a Treaty Lender with respect to Ireland; or  (F)a
body corporate;  (1)which advances
money in the ordinary course of a trade which includes the lending of money;  (2)in whose hands
any interest payable in respect of monies so advanced is taken into account in
computing the trading income of such company;  (3)which has made
the appropriate notifications under Section 246(5)(a) of the Taxes
Consolidation Act, 1997 as amended to the Irish Revenue Commissioners and the
Borrower; or  (iv)in respect
of a payment made by an Obligor incorporated in Germany, a Lender which is:  (A)a body
corporate resident in Germany;  (B)a
body corporate not resident in Germany but acting through a branch in Germany;
or  (C)a
Treaty Lender with respect to Germany.  Tax Confirmation means a confirmation by a Lender that the
person beneficially entitled to interest payable to that Lender in respect of
an advance under a Finance Document is either:  (i)a
company resident in the United Kingdom for United Kingdom tax purposes;  (ii)a
partnership each member of which is:  (A)a
company not so resident in the United Kingdom; or  (B)a
company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account
in computing its chargeable profits (for the purposes of section 11(2) of the
Taxes Act) the whole of any share of interest payable in respect of that
advance that falls to it by reason of sections 114 and 115 of the Taxes Act; or  (iii)a company
not so resident in the United Kingdom which carries on a trade in the United
Kingdom through a permanent establishment and which brings into account
interest payable in respect of that advance in computing the chargeable profits
(for the purposes of section 11(2) of the Taxes Act) of that company.  Tax Credit means a credit against, relief or remission for,
or repayment of any Tax.  
   Tax Deduction means a deduction or withholding for or on
account of Tax from a payment under a Finance Document.  Tax Payment means either the increase in a payment made by
an Obligor to a Finance Party under Clause 16.2 (Tax gross-up)
or a payment under Clause 16.3 (Tax indemnity).  Treaty Lender means in respect of a jurisdiction, a Lender
entitled under the provisions of a double taxation treaty or other applicable
legislation to receive payments of interest from a person resident in such
jurisdiction without a Tax Deduction (subject to the completion of any
necessary procedural formalities).  UK Non-Bank Lender means:  (a)where a Lender becomes a Party on the day on which this Agreement is
entered into, a Lender listed on the execution pages of this Agreement; and  (b)where a Lender becomes a Party after the day on which this Agreement
is entered into, a Lender which gives a Tax Confirmation in the Transfer
Certificate which it executes on becoming a Party.  Unless a
contrary indication appears, in this Clause 16 a reference to determines or
determined means a determination made in the absolute discretion of the
person making the determination.  16.2Tax gross-up (a)Each Obligor shall make all payments to be made by it without any
Tax Deduction, unless a Tax Deduction is required by law.  (b)The Company shall promptly upon becoming aware that an Obligor must
make a Tax Deduction (or that there is any change in the rate or the basis of a
Tax Deduction)  notify the Agent
accordingly.  Similarly, a Lender shall
notify the Agent on becoming so aware in respect of a payment payable to that
Lender.  If the Agent receives such
notification from a Lender it shall notify the Company and that Obligor.  (c)If a Tax Deduction is required by law to be made by an Obligor, the
amount of the payment due from that Obligor shall be increased to an amount
which (after making any Tax Deduction) leaves an amount equal to the payment
which would have been due if no Tax Deduction had been required.  (d)An Obligor is not required to make an increased payment to a Lender
under paragraph (c) above for a Tax Deduction in respect of tax imposed by the
United Kingdom, the United States, the Republic of Ireland or Germany from a
payment of interest on a Loan, if on the date on which the payment falls due:  (i)the
payment could have been made to the relevant Lender without a Tax Deduction if
it was a Qualifying Lender, but on that date that Lender is not or has ceased
to be a Qualifying Lender other than as a result of any change after the date
it became a Lender under this Agreement in (or in the interpretation,
administration, or application of) any law or Treaty, or any published practice
or concession of any relevant taxing authority;  
   (ii)(A)the
relevant Lender is a Qualifying Lender solely under sub-paragraph (i)(B) of the
definition of Qualifying Lender;  (B)the Board
of the Inland Revenue has given (and not revoked) a direction (a Direction) under section 349C of the Taxes
Act (as that provision has effect on the date on which the relevant Lender
became a Party) which relates to that payment and that Lender has received from
that Obligor or the Company a certified copy of that Direction; and  (C)the
payment could have been made to the Lender without any Tax Deduction in the
absence of that Direction;  (iii)the
relevant Lender is a Qualifying Lender solely under sub-paragraph (i)(B) of the
definition of Qualifying Lender and it has not, other than by reason of any
change after the date of this Agreement in (or in the interpretation,
administration, or application of) any law, or any published practice or
concession of any relevant taxing authority, given a Tax Confirmation to the
Company;  (iv)the
relevant Lender is a Treaty Lender, the Obligor making the payment is
incorporated in the United Kingdom and the United Kingdom Inland Revenue has
not received an application from such Lender under the relevant double tax
treaty in relation to that Obligors payments to that Lender;  (v)the
relevant Lender is a Treaty Lender and the Obligor making the payment is able
to demonstrate that the payment could have been made to the Lender without the
Tax Deduction had that Lender complied with its obligations under paragraph (g)
below; or  (vi)the
relevant Lender is a Qualifying Lender pursuant to Clause (ii)(B) or Clause
(ii)(C) of the definition of Qualifying Lender and either (A) such Lender has
failed to deliver, maintain or update the certificates and documents required
by Clause (ii)(B) or Clause (ii)(C), as applicable, and requested by a US Group
Company or (B) the US Group Company making the payment is able to demonstrate
that the Tax Deduction is required to be made as a result of the failure of
such Lender to comply with paragraph (g), below.  (e)If an
Obligor is required to make a Tax Deduction, that Obligor shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within
the time allowed and in the minimum amount required by law.  (f)Within
thirty days of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Obligor making that Tax Deduction shall
deliver to the Agent for the Finance Party entitled to the payment evidence
reasonably satisfactory to that Finance Party that the Tax Deduction has been
made or (as applicable) any appropriate payment paid to the relevant taxing
authority.  (g)A Treaty
Lender and each Obligor which makes a payment to which that Treaty Lender is
entitled shall co-operate in completing any procedural formalities necessary
for that  
   Obligor to
obtain authorisation to make that payment without a Tax Deduction. Each Treaty
Lender shall notify the Company of any correspondence received by that Treaty
Lender from any tax authority concerning the progress of such procedural
formalities. The Company shall notify a Treaty Lender of any correspondence
received by the Company or any Obligor from any tax authority concerning the
progress of procedural formalities relating to that Treaty Lender.  (h)A UK
Non-Bank Lender which becomes a Party on the day on which this Agreement is
entered into gives a Tax Confirmation to the Company by entering into this
Agreement.  (i)A UK
Non-Bank Lender shall promptly notify the Company and the Agent if there is any
change in the position from that set out in the Tax Confirmation.  16.3Tax indemnity (a)The Company
shall (within three Business Days of demand by the Agent) pay to a Protected
Party an amount equal to the loss, liability or cost which that Protected Party
determines will be or has been (directly or indirectly) suffered for or on
account of Tax by that Protected Party in respect of a Finance Document or the
transactions occurring under such Finance Document.  (b)Paragraph
(a) above shall not apply:  (i)with
respect to any Tax assessed on a Finance Party:  (A)under the
law of the jurisdiction in which that Finance Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which that Finance Party is
treated as resident for tax purposes; or  (B)under the law of the jurisdiction in which that Finance Partys
Facility Office is located in respect of amounts received or receivable in that
jurisdiction,  if that Tax is
imposed on or calculated by reference to the net income received or receivable
(but not any sum deemed to be received or receivable) by that Finance Party; or  (ii)to the
extent a loss, liability or cost:  (a)is
compensated for by an increased payment under Clause 16.2 (Tax gross-up);
or  (b)would have
been compensated for by an increased payment under Clause 16.2 (Tax gross-up) but was not so compensated solely because one
of the exclusions in paragraph (d) of Clause 16.2 (Tax gross-up)
applied.  (c)A
Protected Party making, or intending to make a claim under paragraph (a) above
shall promptly notify the Agent of the event which will give, or has given,
rise to the claim, following which the Agent shall notify the Company.  (d)A
Protected Party shall, on receiving a payment from an Obligor under this Clause
16.3, notify the Agent.  
   16.4Tax Credit If an Obligor
makes a Tax Payment and the relevant Finance Party determines that:  (a)a Tax
Credit is attributable either to an increased payment of which that Tax Payment
forms part, or to that Tax Payment; and  (b)that
Finance Party has obtained, utilised and retained that Tax Credit,  the Finance
Party shall pay an amount to the Obligor which that Finance Party determines
will leave it (after that payment) in the same after-Tax position as it would
have been in had the Tax Payment not been required to be made by the Obligor.  16.5Stamp taxes The Company
shall pay and, within three Business Days of demand, indemnify each Finance
Party against any cost, loss or liability that Finance Party incurs in relation
to all stamp duty, registration, exercise and other similar Taxes payable in
respect of any Finance Document or the transactions occurring under any of
them.  16.6Tax Shelter Notwithstanding
anything to the contrary, it is hereby agreed that from the commencement of
discussions with respect to transactions contemplated by this Agreement (the Transactions), any party to this
Agreement (and any employee, representative or other agent of any party to this
Agreement) may disclose to any and all persons, without limitation of any kind,
the tax treatment and tax structure of the Transactions and all materials of any
kind (including opinions or other tax analyses) that are provided to it
relating to such tax treatment and tax structure.  16.7Value added tax (a)All amounts
set out, or expressed to be payable under a Finance Document by any Party to a
Finance Party which (in whole or in part) constitute the consideration for VAT
purposes shall be deemed to be exclusive of any VAT which is chargeable on such
supply, and accordingly, subject to paragraph (c) below, if VAT is chargeable
on any supply made by any Finance Party to any Party under a Finance Document,
that Party shall pay to the Finance Party (in addition to and at the same time
as paying the consideration) an amount equal to the amount of the VAT (and such
Finance Party shall promptly provide an appropriate VAT invoice to such Party).  (b)Where a
Finance Document requires any Party to reimburse a Finance Party for any costs
or expenses, that Party shall also at the same time pay and indemnify the
Finance Party against all VAT incurred by the Finance Party in respect of the
costs or expenses to the extent that the Finance Party reasonably determines
that neither it nor any other member of any group of which it is a member for
VAT purposes is entitled to credit or repayment from the relevant tax authority
in respect of the VAT.  16.8Set-off All payments
to be made by an Obligor under the Finance Documents shall be calculated and
made without (and free and clear of any deduction for) any set-off or
counterclaim under a Finance Document.  
   16.9Ancillary Facilities  The provisions
of this Clause 16 do not apply with respect to the Ancillary Facilities.  17INCREASED
COSTS  17.1Increased costs (a)Subject to Clause 17.3 (Exceptions) the
Company shall, within three Business Days of a demand by the Agent, pay for the
account of a Finance Party, the amount of any Increased Costs incurred by that
Finance Party or any of its Affiliates as a result of (i) the introduction of
or any change in (or any change in the interpretation, administration or
application of) any law or regulation or (ii) compliance with any law or
regulation made after the date of this Agreement.  (b)In this Agreement Increased Costs
means:  (i)a reduction in the rate of return from the Facility or on a Finance
Partys (or its Affiliates) overall capital;  (ii)an additional or increased cost; or  (iii)a reduction of any amount due and payable under any Finance
Document,  which is
incurred or suffered by a Finance Party or any of its Affiliates to the extent
that it is attributable to that Finance Party having entered into this
Agreement or funding or performing its obligations under any Finance Document.  17.2Increased cost claims (a)To make a claim pursuant to Clause 17.1 (Increased
costs) the relevant Finance Party shall notify the Agent by furnishing
reasonable details of the event giving rise to the claim, following which the
Agent shall promptly notify the Company.  (b)Each Finance Party shall, as soon as practicable after a demand by
the Agent, provide a certificate confirming the amount of its Increased Costs.  17.3Exceptions Clause 17.1 (Increased costs) does not apply to the extent any Increased
Cost is:  (i)attributable to a Tax Deduction required by law to be made by an
Obligor;  (ii)compensated for by Clause 16.3 (Tax indemnity)(or would have been compensated for under Clause 16.3 (Tax indemnity) but was not so compensated solely because the
exclusion in paragraph (b) of Clause 16.3 (Tax indemnity)
applied);  (iii)compensated for by the payment of the Mandatory Cost; or  (iv)attributable to the wilful breach by the relevant Lender or its
Affiliates of any law or regulation.  
   17.4Ancillary Facilities The provisions
of this Clause 17 do not apply with respect to the Ancillary Facilities.  18.OTHER
INDEMNITIES  18.1Currency indemnity If any sum due
from an Obligor under the Finance Documents (a Sum),
or any order, judgment or award given or made in relation to a Sum, has to be
converted from the currency (the First Currency)
in which that Sum is payable into another currency (the Second
Currency) for the purpose of:  (a)making or filing a claim or proof against that Obligor;  (b)obtaining or enforcing an order, judgment or award in relation to
any litigation or arbitration proceedings,  that Obligor shall as an independent obligation,
within three Business Days of demand, indemnify each Finance Party to whom that
Sum is due against (i) any cost, loss or liability arising out of or as a
result of the conversion including any discrepancy between (A) the rate of
exchange used to convert that Sum from the First Currency into the Second
Currency and (B) the rate or rates of exchange available to that person at the
time of its receipt of that Sum and (ii) the costs involved in effecting any
such currency conversion.  18.2Other indemnities The Company shall (or shall procure that an Obligor
will), within three Business Days of demand, indemnify each Finance Party
against any cost, loss or liability (including loss of Margin and redeployment
costs) incurred by that Finance Party as a result of:  (a)the occurrence of any Event of Default;  (b)a failure by an Obligor to pay any amount due under a Finance
Document on its due date;  (c)funding, or making arrangements to fund, a Utilisation requested by
a Borrower in a Utilisation Request but not made by reason of the operation of
any one or more of the provisions of this Agreement (but this sub-clause shall
not apply if such Utilisation is not made as the result of any default by a
Finance Party); or  (d)a Loan (or part of a Loan) not being prepaid in accordance with a
notice of prepayment given by a Borrower or the Company.  18.3Ancillary Facilities  The provisions
of this Clause 18 do not apply with respect to the Ancillary Facilities.  19.MITIGATION
BY THE LENDERS  19.1Mitigation (a)Each Finance Party shall, in consultation with the Company, take all
reasonable steps to mitigate any circumstances which arise and which would
result in any amount becoming payable under or pursuant to, or cancelled
pursuant to, any of Clause 13.1 (Illegality) or
Clause 16.2 (Tax gross-up) and
16.3 (Tax indemnity),  
   Clause 17 (Increased costs) including (but not limited to) transferring
its rights and obligations under the Finance Documents to another Affiliate or
Facility Office, or to another Lender or other institution approved by the
Company.  (b)Paragraph (a) above does not in any way limit the obligations of any
Obligor under the Finance Documents.  19.2Limitation of liability (a)The Company shall indemnify each Finance Party for all costs and
expenses reasonably incurred by that Finance Party as a result of steps taken
by it under Clause 19.1 (Mitigation).  (b)A Finance Party is not obliged to take any steps under Clause 19.1 (Mitigation) if, in the opinion of that Finance Party (acting
reasonably), to do so might be prejudicial to it.  20.COSTS AND
EXPENSES  20.1Transaction expenses The Company shall within two Business Days of demand
pay the Agent and the Senior Tranche B Lender the amount of all costs and
expenses (including legal and valuation fees) reasonably incurred by such
person in connection with the negotiation, preparation, printing and execution
of:  (a)this Agreement and any other documents referred to in this
Agreement;  (b)any other Finance Documents executed after the date of this
Agreement; and  (c)any Property Valuation or Equipment Valuation delivered pursuant to
the terms of any Finance Document (to the extent to which the Agent has paid,
or has assumed responsibility for the payment of, such costs).  20.2Amendment costs If an Obligor requests an amendment, waiver or
consent, the Company shall, within three Business Days of demand, reimburse the
Agent and any Senior Tranche B Lender for the amount of all costs and expenses
(including legal fees) reasonably incurred by such person in responding to,
evaluating, negotiating or complying with that request or requirement.  20.3Collection Costs The Company shall on demand pay the Agent and each
Finance Party the amount of all costs and expenses (including legal fees) reasonably
incurred by them in connection with:  (a)the remission of loan proceeds (including the cost of receiving
funds from, and remitting funds to, the Lenders), collection of cheques and
other items, the issue, maintenance and renewal of L/Cs, establishing and
maintaining Charged Accounts, together with the Agents or such Finance Partys
reasonable associated and customary fees in connection with the foregoing; and  (b)all reasonable out of pocket expenses and costs from time to time
(including those  
   incurred prior
to the date of this Agreement) during the course of periodic field examinations
and appraisals of the Obligors assets and operations plus a daily charge at
the rate separately agreed with the Agent for the Agents examinations in the
field and office for up to four such specific field examinations in any 12
month period prior to an Event of Default and for any other or additional such
examinations following an Event of Default.  20.4Enforcement and other costs The Company shall, within three Business Days of
demand, pay to each Finance Party the amount of all costs and expenses
(including legal fees) reasonably incurred by that Finance Party in connection
with the exercise or enforcement of, or the preservation of any rights or discretions
under, any Finance Document (including, without limitation, any payments made
to third parties in accordance with the terms of the Finance Documents to
preserve, protect or enhance any Security Interest granted to the Agent or any
Finance Party).  21.GUARANTEE
AND INDEMNITY  21.1Guarantee and indemnity In consideration of the Lenders making the Facilities
available to the Borrowers, each Guarantor irrevocably and unconditionally
jointly and severally:  (a)guarantees to each Finance Party punctual performance by each
Borrower of all that Borrowers obligations under the Finance Documents;  (b)undertakes with each Finance Party that whenever a Borrower does not
pay any amount when due under or in connection with any Finance Document, that
Guarantor shall immediately on demand pay that amount as if it was the
principal obligor; and  (c)indemnifies each Finance Party immediately on demand against any
cost, loss or liability suffered by that Finance Party if any obligation
guaranteed by it is or becomes unenforceable, invalid or illegal including
without limitation the payment of fees and expenses arising before or after the
commencement of any insolvency case or proceeding (including any case under the
United States Bankruptcy Code) even if the Borrowers liability for such
amounts does not, or ceases to, exist by operation of law. The amount of the
cost, loss or liability shall be equal to the amount which that Finance Party
would otherwise have been entitled to recover.  21.2Continuing guarantee This guarantee is a continuing guarantee and will
extend to the ultimate balance of sums payable by any Borrower under the
Finance Documents, regardless of any intermediate payment or discharge in whole
or in part.  The obligations of the
Guarantors under this Agreement are those of a primary obligor (and not merely
those of a surety).  21.3Reinstatement If any payment by an Obligor or any discharge given by
a Finance Party (whether in respect of the obligations of any Obligor or any
security for those obligations or  
   otherwise) is avoided or reduced as a result of
insolvency or any similar event:  (a)the liability of each Obligor shall continue as if the payment,
discharge, avoidance or reduction had not occurred; and  (b)each Finance Party shall be entitled to recover the value or amount
of that security or payment from each Obligor, as if the payment, discharge,
avoidance or reduction had not occurred.  21.4Waiver of defences The obligations of each Guarantor under this Clause 21
and under each Finance Document will not be affected by an act, omission,
matter or thing which, but for this Clause, would reduce, release or prejudice
any of its obligations under this Clause 21 (without limitation and whether or
not known to it or any Finance Party) including (and each Guarantor hereby
waives and consents to):  (a)any time, waiver or consent granted to, or composition with, any
Obligor or other person;  (b)failure of the Agent to give any notice to which any Guarantor is
entitled, including, but not limited to, notice of acceptance of this
guarantee, the making of loans and advances, demand, protest, notice of
protest, notice of non-payment or default;  (c)the release of any other Obligor or any other person under the terms
of any composition or arrangement with any creditor of any Obligor including,
without limitation, the surrender or release by the Agent of any Guarantor
hereunder;  (d)the taking, variation, compromise, surrender, exchange, renewal or
release of, or refusal or neglect to perfect, take up or enforce, any rights
against, or security over assets of, any Obligor or other person or any
non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any
security;  (e)any incapacity or lack of power, authority or legal personality of
or dissolution or change in the members or status of an Obligor or any other
person;  (f)any amendment (however fundamental) modification, supplement,
extension, renewal, reinstatement or replacement of a Finance Document or any
other document or security including, but not limited to, extensions of time
for payment of or increase or decrease in any amount of any of the guaranteed
obligation, the interest rate, fees, other charges or any collateral;  (g)any unenforceability, illegality or invalidity of any obligation of
any person under any Finance Document or any other document or security;  (h)any insolvency or similar proceedings including, but not limited to,
any financing by the Finance Parties of the Borrowers under Section 364 of the
United States Bankruptcy Code or the consent to the use of cash collateral by
the Agent under Section 363 of the United States Bankruptcy Code; or  
   (i)the exercise or refraining from the exercise of any right against
the Obligor or its assets.  No invalidity,
irregularity or unenforceability of all or any part of the guaranteed
obligations shall affect, impair or be a defence to this guarantee, nor shall
any other circumstance which might otherwise constitute a defence available to
a legal or equitable discharge of the Borrower in respect of any of the
guaranteed obligations of any one Guarantor in respect of this guarantee
affect, impair or be a defence to this guarantee.  As to
interest, fees and expenses, whether arising before or after the commencement
of any case with respect to any Borrower under the United States Bankruptcy
Code or any similar statute, Guarantors shall be liable therefor, even if such
Borrowers liability for such amounts does not, or ceases to, exist by
operation of law.  Each Guarantor
acknowledges that no Finance Party has made any representations to any
Guarantor with respect to any Borrower or otherwise in connection with the
execution and delivery by Guarantors of this guarantee and Guarantors are not
in any respect relying upon any Finance Party or any statements by any Finance
Party in connection with this guarantee.  21.5Immediate recourse Each Guarantor waives any right it may have of first
requiring any Finance Party (or any trustee or agent on its behalf) to proceed
against or enforce any other rights or security or claim payment from any
person before claiming from that Guarantor under this Clause 21 or before
enforcing any rights which they may have under any of the other Finance
Documents.  This waiver applies
irrespective of any law or any provision of a Finance Document to the
contrary.  This guarantee is guarantee of
payment and not of collection.  21.6Appropriations Until all amounts which may be or become payable by
the Obligors under or in connection with the Finance Documents have been
irrevocably paid in full, each Finance Party (or any trustee or agent on its
behalf) may:  (a)refrain from applying or enforcing any other moneys, security or
rights held or received by that Finance Party (or any trustee or agent on its
behalf) in respect of those amounts, or apply and enforce the same in such
manner and order as it sees fit (whether against those amounts or otherwise)
and no Guarantor shall be entitled to the benefit of the same; and  (b)hold in an interest-bearing suspense account any moneys received
from any Guarantor or on account of any Guarantors liability under this Clause
21.  21.7Deferral of Guarantors rights Until all amounts which may be or become payable by
the Obligors under or in connection with the Finance Documents have been
irrevocably paid in full and unless the Agent otherwise directs, no Guarantor
will exercise any rights which it may have by reason of performance by it of
its obligations under the Finance Documents:  (a)to be indemnified by an Obligor;  
   (b)to claim any contribution from any other guarantor of any Obligors
obligations under the Finance Documents or any other benefit to which any
Guarantor might directly or indirectly receive or be entitled by reason of any
amount paid or collected or due from Guarantors or any Obligor upon the
guaranteed obligations or realised from their assets; and/or  (c)to take the benefit (in whole or in part and whether by way of
subrogation reimbursement, exoneration, contribution, set off or otherwise) of
any rights of the Finance Parties under the Finance Documents or of any other
guarantee or security taken pursuant to, or in connection with, the Finance
Documents by Finance Parties.  21.8Additional security This guarantee is in addition to and is not in any way
prejudiced by any other guarantee or security now or subsequently held by any
Finance Party.  21.9Excluded Obligors and Other Limitations The guarantee contained in this Clause 21 shall be
restricted as follows:  (a)notwithstanding
anything to the contrary contained herein or in any of the other Finance
Documents (including any provision that provides that it applies
notwithstanding contrary provisions), in no event shall any provision hereof or
of any of the other Finance Documents be construed to provide that (a) any
foreign Subsidiary of a US Borrower incorporated under the laws of a
jurisdiction outside the United States of America that is a controlled foreign
corporation (as such term is defined in Section 957(a) of the Code), referred
to herein as a non US Subsidiary, has any obligation to make any payments for
or on behalf of a Borrower or Guarantor to the extent that any such obligation
would increase the amount of taxes otherwise payable by such Borrower or
Guarantor pursuant to the Code; (b) more than sixty five (65%) percent of the
voting power of all classes of Capital Stock of a non US Subsidiary are pledged
or hypothecated to support any Obligations of Borrower or Guarantor hereunder
or under any of the other Finance Documents; (c) a security interest or lien
upon any assets of a non US Subsidiary have been granted to Agent under this
Agreement or any of the other Finance Documents to secure any Obligations of
Borrower or Guarantor and (d) any non US subsidiary has entered into any
agreement to guarantee or support the Obligations of a Borrower or Guarantor
hereunder or under any of the other Finance Documents;  (b)the
amount payable by any Guarantor under this Clause 21 shall be the aggregate of
all amounts owing under the Finance Documents, unless a court of competent
jurisdiction finds that such Guarantors obligations are invalid, unenforceable
or capable of avoidance for any reason (whether on grounds of applicable State
or Federal law relating to fraudulent conveyances or transfers, or on any other
ground whatsoever) in which case the amount payable by such Guarantor under
this Clause 21 shall be limited to the maximum amount which can be paid without
rendering such Guarantors obligations invalid, ineffective or capable of
avoidance;  
   (c)any Guarantor incorporated in Canada (a Canadian Guarantor) acknowledges that certain of the rates of
interest applicable to the obligations of the Borrowers guaranteed under this
Clause 21 may be computed on the basis of a year of 360 days or 365 days, as
the case may be, and paid for the actual number of days elapsed.  For purposes of the Interest Act (Canada), whenever any
interest is calculated using a rate based on a year of 360 days or 365 days, as
the case may be, such rate determined pursuant to such calculation, when
expressed as an annual rate is equivalent to (i) the applicable rate based on a
year of 360 days or 365 days, as the case may be, (ii) multiplied by the actual
number of days in the calendar year in which the period for such interest is
payable (or compounded) ends, and (iii) divided by 360 or 365, as the case may
be.  Further, the principle of deemed
reinvestment of interest does not apply to any interest calculation under any
Finance Document and the Rates of interest stipulated in any Finance Document
are intended to be nominal rates and not effective rates or yields;  (d)each Canadian Guarantor acknowledges that it has or will receive
direct and indirect benefits from the transactions contemplated by the Finance
Documents and that the guarantee and each of the waivers provided by it in this
Clause 21 is knowingly made in contemplation of such benefits;  (e)in relation to any Guarantor whose jurisdiction of incorporation is
Germany (each a German Guarantor
and, together, the German Guarantors)
the Finance Parties agree not to enforce any guarantee granted hereunder by any
German Guarantor in the form of a GmbH if and to the extent that such guarantee
secures liabilities of an affiliated company (Verbundenes
Unternehmen) within the meaning of Section 15 et seq. of the German
Stock Corporation Act (Aktiengesetz)
of the German Guarantor (other than the German Guarantors Subsidiaries) and if
and to the extent that such enforcement would lead to the situation in which
the German Guarantors assets (the calculation of which shall take into account
the captions reflected in Section 266 subsection (2) A, B and C of the German
Commercial Code (HGB Handelsgesetzbuch))
less the sum of (A) the liabilities of the German Guarantor (the calculation of
which shall take into account the captions reflected in Section 266 sub-section
(3) B, C and D of the German Commercial Code), and (B) the stated share capital
(Stammkapital) of the German
Guarantor (the Net Assets)) are
less than zero;  (f)for the purposes of the calculation of the Net Assets in sub-clause
(e) above the
             
following balance sheet items shall be adjusted as follows:  (i)the amount of any increase of the stated share capital after the
date hereof (excluding any such increase of stated share capital permitted
pursuant to any other agreement to which the Finance Parties and the German
Guarantor are a party) (aa) that has been effected without the prior written
consent of the Finance Parties, (bb) that has been effected out of retained
earnings (Kapitalerhöhung aus Gesellschaftsmitteln)
or  
   (cc) to the
extent that it is not fully paid up, shall be deducted from the stated share
capital; and  (ii)loans and other contractual liabilities incurred in grossly negligent or
willful violation of the provisions of the Finance Documents shall be
disregarded;  (g)in addition, each German Guarantor shall realise, to the extent
legally permitted and commercially justifiable, in a situation where such
German Guarantors Net Assets are or become as a result of enforcement less
than zero, any and all of its assets that are shown in the balance sheet with a
book value (Buchwert) that is
significantly lower than the market value of the assets if the asset is not
necessary for such German Guarantors business (betriebsnotwendig);  (h)for the purpose of the calculation of the Net
Assets in sub-clause (e) above and thus the enforceable amount, the relevant
German Guarantor will deliver (A) within 7 Business Days following the demand
against the relevant German Guarantor under the guarantee by the Agent, to the
Agent an up to date (unaudited) balance sheet and determination of the Net
Assets prepared by the relevant German Guarantors management and based on the
same principles that were applied when establishing the previous years balance
sheet and (B) upon request of the Agent within a further 23 days following
provision of the unaudited balance sheet, to the Agent an up to date balance
sheet drawn-up by a firm of auditors of international standard and repute
together with a determination of the Net Assets of such German Guarantor. Such
audited balance sheet and determination of Net Assets shall be prepared in accordance
with accounting principles pursuant to the German Commercial Code and be based
on the same principles that were applied when establishing the previous years
balance sheet;  (i)the determination by the auditors (as set forth above, the Auditors Determination) pertaining to
the German Guarantor shall be up to date and in any event such Auditors
Determination shall have been prepared as of a date no earlier than 15 Business
Days prior to the date of the enforcement of the guarantee;  (j)should the relevant German Guarantor fail to
deliver an unaudited or audited (as the case may be) balance sheet and/or
determination of the Net Assets within the periods stated in sub-clause (h)
above, the Finance Parties shall be entitled to enforce the guarantee in this
Clause 21, without limitation, but agree to release proceeds from such
enforcement to the extent required to ensure that the Net Assets shall not be
less than zero.   Should the relevant
German Guarantors management provide the Agent with an unaudited balance sheet
and/or determination of the Net Assets within the period stated in sub-clause
(h) (A) above, the Agent shall only be entitled to enforce amounts up to the
Net Assets determined by the relevant German Guarantors management until the
auditors have drawn up the audited balance sheet, in  
   which case the audited balance sheet and the
determination of the Net Assets therein shall prevail.  (k)if a claim on Josiah Wedgwood & Sons (Aust)
Pty Ltd or Waterford Wedgwood Australia Limited under this Clause 21 results
(directly or indirectly) in the receivership, administration, liquidation or
winding up (or other analogous proceedings) of either company then the
liability of the company the subject of those proceedings (or both companies if
both companies are subject to those proceedings) under this Clause 21 is
limited to an amount equal to the liquidation value of the assets of that
company less A$4,500,000. Where the amount determined is a negative number the
liability of the relevant company is deemed to be zero.  21.10Resolution of Conflicts In the event of any conflict
between the provisions of Clause 21.9 (Excluded
Obligors and Other Limitations) and any corresponding or similar
provisions of any other Finance Document, the provisions of Clause 21.9 shall
prevail, unless and to the extent that such prevalence would vitiate any of
their Security Interest created or intended to be created pursuant to such
Finance Document.  22.REPRESENTATIONS  Each Obligor makes the representations and warranties
set out in this Clause 22 to each Finance Party on the date of this Agreement.  22.1Status (a)It is a corporation, duly incorporated and validly existing under
the law of its jurisdiction of incorporation.  (b)It has the power to own its assets and carry on its business as it
is being conducted.  22.2Binding obligations The obligations expressed to be assumed by it in each
Finance Document are legal, valid, binding and enforceable obligations (subject
to any limitation on their enforcement by virtue of any general principles of
law).  22.3Non-conflict with other obligations The entry into and performance by it of, and the
transactions contemplated by, the Finance Documents do not and will not
conflict with:  (a)any law or regulation applicable to it;  (b)its constitutional documents; or  (c)any agreement or instrument binding upon it or any of its assets,  except to the
extent to which such conflict could not reasonably be expected to have a
Material Adverse Effect.  22.4Power and authority It has the power to enter into, perform and deliver,
and has taken all necessary action  
   to authorise its entry into, performance and delivery
of, the Finance Documents to which it is a party and the transactions
contemplated by those Finance Documents.  22.5Validity and admissibility in evidence All Authorisations required:  (a)to enable it lawfully to enter into, exercise its rights and comply
with its obligations in the Finance Documents to which it is a party; and  (b)to make the Finance Documents to which it is a party admissible in
evidence in its jurisdiction of incorporation,  have been obtained or effected and are in full force
and effect.  22.6No filing or stamp taxes Under the law of its jurisdiction of incorporation it
is not necessary that the Finance Documents be filed, recorded or enrolled with
any court or other authority in that jurisdiction or that any stamp,
registration or similar tax be paid on or in relation to the Finance Documents
or the transactions contemplated by the Finance Documents (save to the extent
stated in any legal opinion delivered to the Agent for the purposes of this
Agreement).  22.7No default (a)No Event of Default is continuing or might reasonably be expected to
result from the making of any Utilisation.  (b)No other event or circumstance is outstanding which constitutes a
default under any other agreement or instrument which is binding on it or any
of its Subsidiaries or to which its (or its Subsidiaries) assets are subject
which might reasonably be expected to have a Material Adverse Effect.  22.8Intellectual Property All registered trade marks, design rights and domain
names material to the Groups business are listed in a letter from the Company
delivered to the Agent prior to the date of this Agreement.  22.9No misleading information (a)Any written information provided by the Company or any of its
Subsidiaries (i) in connection with the negotiation of the Facilities and the
Finance Documents and (ii) in connection with any valuations or reports required
to be prepared for the purposes of this Agreement was (in each case) true and
accurate in all material respects as at the date it was provided or as at the
date (if any) at which it is stated.  (b)Nothing has occurred since the date on which such information was
provided which would render it untrue or misleading in any material respect.  22.10Financial statements (a)Its latest audited financial statements were prepared in accordance
with GAAP consistently applied.  
   (b)Its latest audited financial statements fairly represent its
financial condition and operations (consolidated in the case of the Company)
during the relevant financial year.  (c)There has been no material adverse change in its business or
financial condition (consolidated in the case of the Company) since the date to
which its latest audited financial statements were made up.  22.11Pari passu ranking Its payment obligations under the Finance Documents
rank at least pari passu with the claims of all its other unsecured and
unsubordinated creditors, except for obligations mandatorily preferred by law
applying to companies generally.  22.12No proceedings pending or threatened Save as disclosed to the Agent in writing prior to the
date of this Agreement, no litigation, arbitration or administrative
proceedings of or before any court, arbitral body or agency which, if adversely
determined, might reasonably be expected to have a Material Adverse Effect have
(to the best of its knowledge and belief) been started or threatened against it
or any of its Affiliates.  22.13Retention of Title To the best of the
Companys knowledge after due and careful enquiry, any list provided to the
Agent prior to the date of this Agreement and which provides details of those
suppliers whose terms of business include retention of title provisions is
complete and accurate in all material respects and (apart from those named in
any such list), there are no material suppliers which impose such provisions.  22.14Bank Accounts (a)All the
accounts maintained or used by any Borrower at any bank or financial
institution have been included within the definition of Charged Accounts or
Feeder Accounts.  (b)No
Borrower will open any new bank account without the prior written consent of
the Agent.  22.15Material Subsidiaries Every Material Subsidiary of the Company is party to
this Agreement as a Guarantor or, in the case of Rosenthal, as a Borrower
(unless the requirement for such a Material Subsidiary to become a Guarantor is
specifically excluded pursuant to one of the other provisions of this
Agreement).  22.16No ERISA Event Except as
could not reasonably be expected to have a Material Adverse Effect, (i) no
ERISA Event has occurred or is reasonably expected to occur; (ii) the current
value of each Plans assets (determined in accordance with the assumptions used
for funding such Plan pursuant to Section 412 of the Code) are not less than
such Plans liabilities under Section 4001(a)(16) of ERISA; (iii) each Obligor,
and their ERISA Affiliates, have not incurred and do not reasonably expect to
incur, any liability (and to the knowledge of each Obligor no event has
occurred which, with the giving of notice under Section 4219  
   of ERISA,
would result in such liability) under Section 4201 or 4243 of ERISA with
respect to a Multiemployer Plan; and (iv) each Obligor, and, to their
knowledge, their ERISA Affiliates, have not engaged in a transaction that would
be subject to Section 4069 or 4212(c) of ERISA.  22.17Repetition The Repeating
Representations are deemed to be made by each Obligor by reference to the facts
and circumstances then existing on the date of each Utilisation Request.  23INFORMATION AND FINANCIAL UNDERTAKINGS  The undertakings in this Clause 23 remain in force
from the date of this Agreement for so long as any amount is outstanding under
the Finance Documents or any Facility remains available for utilisation.  23.1Notification of default Each Obligor
shall notify the Agent of any Default (and the steps, if any, being taken to
remedy it) promptly upon becoming aware of its occurrence, unless that Obligor
is aware that a notification has already been provided by another Obligor.  23.2Reporting and Financial
Undertakings Each Obligor will comply with each of the undertakings
set out in Schedule 3  (Reporting  and
Financial  Undertakings; Margin Adjustment; Revisions to the
Facilities).  24.GENERAL
UNDERTAKINGS  The undertakings in this Clause 24 remain in force
from the date of this Agreement for so long as any amount is outstanding under
the Finance Documents or any Facility remains available for utilisation.  24.1Authorisations Each Obligor shall promptly:  (a)obtain, comply with and do all that is necessary to maintain in full
force and effect; and  (b)supply certified copies to the Agent of,  any Authorisation required under any law or regulation
of its jurisdiction of incorporation to enable it to perform its obligations
under the Finance Documents and to ensure the legality, validity,
enforceability or admissibility in evidence in its jurisdiction of
incorporation of any Finance Document.  24.2Compliance with laws Each Obligor shall comply in all respects with all
laws to which it may be subject, if failure so to comply would materially
impair its ability to perform its obligations under the Finance Documents.  24.3Negative pledge (a)No Obligor shall create or permit to subsist any Security Interest
over any of its assets.  
   (b)No Obligor shall:  (i)sell, transfer or otherwise dispose of any of its assets on terms
whereby they are or may be leased to or re-acquired by an Obligor;  (ii)enter into any arrangement under which money or the benefit of a
bank or other account may be applied, set-off or made subject to a combination
of accounts; or  (iii)enter into any other preferential arrangement having a similar
effect,  in
circumstances where the arrangement or transaction is entered into primarily as
a method of raising Financial Indebtedness or of financing the acquisition of
an asset.  (c)Paragraphs
(a) and (b) above do not apply to:  (i)any Security Interest constituted by any Finance Document, the
Intra-Group Security Documents or otherwise granted by way of security for the
obligations arising under this Agreement;  (ii)any Security Interest arising by operation of law (or by an
agreement evidencing the same) in the ordinary course of business;  (iii)any Security Interest created with the prior written consent of the
Required Lenders;  (iv)the Rosenthal Sale and Leaseback;  (v)any Security Interest over bank accounts approved by the Agent for
this purpose and created by virtue of any cash-pooling arrangements for members
of the Group with their bankers providing for the setting-off or netting of
debt and credit balances on bank accounts of those members of the Group;  (vi)any pledge of goods, their related documents of title and/or other
related documents arising or created in the ordinary course of its business as
security to a bank or financial institution only for indebtedness directly
relating to the goods or documents on or over which that pledge exists under
arrangements approved by the Agent for this purpose;  (vii)any Security Interest arising out of title retention provisions in a
suppliers standard conditions of supply of goods acquired by the relevant
person in the ordinary course of its business (provided that such retention of
title provisions have previously been disclosed to the Agent);  (viii)any Security Interest created by WC Designs over its receivables and
inventory as security for the CIT Facility;  
   (ix)any Security Interest created over any bank account in connection
with (i) the provision of cash cover for any L/C, as contemplated by this
Agreement and (ii) cash cover for the face amount of any other documentary or
standby credits or customs guarantees up to a maximum of £2,500,000;  (x)the Security Interests in respect of the Existing Group
Indebtedness, provided that the same are fully discharged out of the proceeds
of loans made on the date of the first Utilisations;  (xi)the existing and any new Security Interests in favour of the holders
of the High Yield Bonds (as replaced or to be replaced or put in place pursuant
to the Security Documents), provided such Security Interests rank second to
those of the Lenders pursuant to the provisions of the Intercreditor Agreement
or otherwise;  (xii)cash collateral in favour of Mizuho Corporate Bank, Limited with
respect to the customs guarantee issued by Mizuho Corporate Bank, Limited in
Japan for a member of the Group;  (xiii)Security Interests in respect of the indebtedness of a New
Subsidiary, provided that such Security Interests are discharged within 120
days of the acquisition of such New Subsidiary;  (xiv)any other Security Interest created or outstanding on or over assets
of any member of the Group provided that (x) such Security Interest is not over
any Stock or Receivables of any member of the Group, and (y) the aggregate
outstanding principal, capital or nominal amount secured by all Security
Interests created or outstanding under this sub-paragraph (xiv) on or over
assets of the Group must not at any time exceed 1,000,000 (or its equivalent
in other currencies).  24.4Disposals (a)No Obligor shall enter into a single transaction or a series of
transactions (whether related or not) and whether voluntary or involuntary to
sell, lease, transfer or otherwise dispose of any asset.  (b)Paragraph (a) above does not apply to:  (i)any sale, lease, transfer or other disposal relating to the disposal
of Stock and made in the ordinary course of trading;  (ii)any sale, lease, transfer or other disposal relating to the application
of cash in the acquisition of goods and services in the ordinary course of
trading and in a manner consistent with the Finance Documents;  (iii)any sale, lease, transfer or other disposal relating to the disposal
of worn out or obsolete assets where any proceeds of sale are paid into a
Blocked Account;  (iv)any sale, lease, transfer or other disposal relating to any disposal
of any  
   asset (other
than Eligible Equipment) where the higher of the market value or consideration
receivable (when aggregated with the higher of the market value or
consideration receivable for any other sale, lease, transfer or other disposal,
other than any permitted under paragraphs (i) to (iii) above) receivable in any
financial year does not exceed 150,000 (or its equivalent in another currency
or currencies) in any financial year and any individual transaction involving a
market value or consideration in excess of 150,000 has been specifically
notified to the Agent in advance and (ii) the proceeds are paid into a Blocked
Account;  (v)any sale, lease, transfer or other disposal which has been approved
in writing by the Agent on the instructions of the Required Lenders;  (vi)any disposal made by any member of the Group to an Obligor for a
consideration consisting solely of shares in that Obligor;  (vii)any transfer, licensing or other disposal of Intellectual Property
Rights (i) as between Obligors or (ii) with the prior approval of the Required
Lenders;  (viii)the application of the proceeds of an issue of securities (whether
equity or debt) for the purpose stated in the prospectus or other offering
document relating to that issue (provided that such stated purpose is not
inconsistent with the terms of this Agreement);  (ix)the granting of licences in respect of their Intellectual Property
Rights to any other member of the Group, provided that any such licence shall
terminate on any such person ceasing to be a member of the Group or upon the
insolvency of either party thereto;  (x)the granting of licences on arms length basis to use any
Intellectual Property Rights, whether registered or unregistered provided that
such licence is expressed to be subordinate to the security created under the
Finance Documents and the proceeds of such licences are paid into a Blocked
Account;  (xi)disposals of any income shares of £0.01 each in Waterford Wedgwood
UK Limited (Income Shares) for the
purpose of combining those Income Shares with the ordinary shares of 0.06 each
in the Company (Ordinary Shares)
which have not been combined with Income Shares to form stock units (each
comprising one Ordinary Share and one Income Share);  (xii)the Rosenthal Sale and Leaseback provided that the proceeds are paid
into a Blocked Account;  (xiii)any sale, lease, transfer or other disposal of any asset (other than
any real property or Specified Equipment charged to the Agent pursuant to the
Security Documents) for assets comparable or superior as to value, type or
quality;  
   (xiv)planned disposals listed in Schedule 8 (Permitted Disposals) provided that the proceeds thereof are
paid into a Blocked Account;  (xv)disposals of cash or cash equivalents where such disposal is not
otherwise prohibited by the terms of this Agreement;  (xvi)disposals arising as a result of any Security Interest permitted by
Clause 24.3 (Negative Pledge);  (xvii)the termination or modification of any swap agreement entered into
pursuant to the Ancillary Facilities;  (xviii)any other disposal of assets otherwise than to any member of the
Group during any financial year of the Company provided that the aggregate book
value of all such assets does not exceed 1,000,000 (or its equivalent in other
currencies); and  (xix)any other disposals approved by the Required Lenders.  24.5Mergers and Acquisitions (a)No
Obligor shall enter into any amalgamation, demerger, merger or corporate
reconstruction or acquire any business, undertaking or (except in the ordinary
course of business) other assets of any kind, without the prior written consent
of the Agent acting on the instructions of the Majority Lenders.  (b)Paragraph
(a) does not apply to acquisitions or investments:  (i)made by one Obligor in another Obligor, other than the exercise of
the EI Pre-emption right;  (ii)made by a non-Obligor in a non-Obligor which is a subsidiary of the
Company provided that the aggregate amount of such investments made after the
date of this Agreement does not exceed 1,000,000 and they are made on arms
length terms; or  (iii)made in compliance with the criteria set out in clause 4.3(b) (Conditions Applicable to the Utilisation of Working
Capital Facilities by a New Subsidiary) and, if such acquisition under this paragraph (iii) is made prior to
the Senior Facility Limit reaching or exceeding 190,000,000, the Agent has
given its prior written consent to such acquisition.  24.6Change of business The Company shall procure that:  (a)no substantial change is made to the general nature of the business
of the Company or any Obligor from that carried on at the date of this
Agreement; and  (b)neither the Company nor any of its Affiliates shall change its
centre of main interests for the purposes of Council Regulation (EC) 1346/2000
on insolvency proceedings.  
   24.7Intra-Group Arrangements (a)No Obligor
will, without obtaining the Agents prior written consent:  (a) (i)pay any
dividend or make any other distribution of its assets, except (A) in favour of
another Obligor; or (B) in the case of the Company (or Waterford Wedgwood U.K.
plc on behalf of the Company), if the Groups consolidated profit before tax in
respect of the financial year with respect to which the dividend is to be paid
exceeded 20,000,000 or (C) Rosenthal;  (ii)pay any other moneys, whether by way of interest, management fees or
otherwise howsoever, to any Affiliate or Subsidiary except for payments in the
ordinary course of, and pursuant to the reasonable requirements of, business
and on arms length commercial terms; or  (iii)redeem any of its ordinary or preference share capital, except for
(A) the redemption of the EI Preference Shares on the stipulated maturity date,
(B) the reduction of the paid in share capital of Ballygunner Holdings and (C)
any redemption in connection with the winding up of Ballytruckle Holdings.  (b)Waterford
Wedgwood GmbH will not vote in favour of the declaration or payment of a
dividend by Rosenthal without the prior written consent of the Required
Lenders.  24.8Financial Indebtedness (a)No Obligor will incur or allow to be outstanding any Financial
Indebtedness other than:  (i)under the Finance Documents (including any amount owing in respect
of the Ancillary Facilities);  (ii)normal trade credit granted to it in the ordinary course of
business;  (iii)equipment leases and hire purchase transactions entered into in the
ordinary course of business where the total annual Financial Indebtedness for
such leases and transactions for the Obligors as a whole does not exceed 50,000
at any one time;  (iv)operating leases entered into in the ordinary course of business
where the total annual Financial Indebtedness for such operating leases for the
Obligors as a whole does not exceed 1,000,000 at any one time.  (v)Financial Indebtedness owing by one Obligor to another Obligor;  (vi)Financial Indebtedness owing by one non-Obligor to another
non-Obligor;  (vii)Financial Indebtedness owing by a non-Obligor to an Obligor, where
the proceeds of the intra-Group loans creating that Financial Indebtedness are
on-lent, within 24 hours, to an Obligor, to facilitate tax beneficial
structuring arrangements within the Group (Financial Indebtedness arising from
that on-lending also being permitted under this provision);


(viii)Financial Indebtedness owing by any Obligor to a non-Obligor, not
exceeding in aggregate the sum of 500,000;  (ix)the CIT Facility to the extent available to WC Designs;  (x)the High Yield Bonds, so long as the interest rate is no greater
than 11 per cent. per annum;  (xi)the Existing Group Indebtedness, provided that it is repaid in
accordance with the terms of this Agreement;  (xii)any Financial Indebtedness of a New Subsidiary until up to 120 days
following the date on which that New Subsidiary becomes a member of the Group;  (xiii)any Financial Indebtedness existing at the date of this Agreement
and details of which are set out in Schedule 9 (Existing Financial Indebtedness);  (xiv)Financial Indebtedness with respect to (i) a customs guarantee
issued for a member of the Group by Mizuho Corporate Bank, Limited in Japan,
provided that the amount of the liability of the Group with respect to that
guarantee is not increased above its current liability (being no more than Yen
152,000,000) and (ii) a customs guarantee of £400,000 with The Royal Bank of
Scotland plc or a replacement thereof;  (xv)the WW Subordinated Facility;  (xvi)the granting of guarantees and indemnities permitted by paragraph
(b) below;  (xvii)Financial Indebtedness outstanding under an Additional Subordinated
Facility, provided that the amount of such Financial Indebtedness, when
aggregated with all other Financial Indebtedness outstanding at that time under
all other Additional Subordinated Facilities, does not exceed 10,000,000 (or
its equivalent in any other currency);  (xviii)the Ancillary Facilities;  (xix)under the Rosenthal Sale and Leaseback;  (xx)the Rosenthal Subordinated Facility;  (xxi)any other Financial Indebtedness outstanding at any time which in
aggregate does not exceed 1,000,000 (or its equivalent in any other currency);
or  (xxii)any other Financial Indebtedness incurred with the prior written
consent of the Required Lenders.  (b)The Company shall not, and shall procure that no member of the Group
shall, grant any guarantee or indemnity or similar assurance against financial
loss  
   (guarantees) without the prior written
consent of the Majority Lenders.  This
paragraph (b) shall not prevent:  (i)the granting of guarantees in the ordinary course of business, which
are not in respect of Financial Indebtedness and which, in the aggregate, do
not exceed 2,500,000 at any time;  (ii)the granting of guarantees in accordance with or under the Finance
Documents;  (iii)the granting of any guarantee under the High Yield Bonds
(subordinated on the terms of the Intercreditor Agreement), provided an
equivalent guarantee is granted in favour of the Finance Parties in respect of
the Obligors obligations under the Finance Documents or in respect of the
Ancillary Facilities;  (iv)the issue by an Obligor of a Solvency Undertaking with respect to
another Obligor.  24.9Making Loans No Obligor
will be a creditor with respect to any Financial Indebtedness except for:  (a)the grant of normal trade credit in the ordinary course of its
trade;  (b)loans made by it to another Obligor;  (c)trade credit extended by any member of the Group on normal
commercial terms and in the ordinary course of its business;  (c)loans made by one Obligor to a non-Obligor, the proceeds of which
are on-lent, within 24 hours of receipt, to an Obligor, to facilitate tax
beneficial structuring arrangements within the Group (that on-lending also
being permitted); and  (e)a
subordinated loan of 150,000 owing by Quality TableWare (SA) Limited to
Waterford Wedgwood Retail Limited.  Nothing in this Clause 24.9 shall prevent any
non-Obligor from entering into a loan transaction with another non-Obligor.  24.10WW Subordinated Facility and Rosenthal Subordinated Facility (a)The Company will not prepay the WW Subordinated Facility unless
either :  (i)the Required Lenders have consented to such prepayment; or  (ii)the Agent has received a certificate (addressed to it on behalf of
the Lenders) from the auditors to the Company confirming that the Group will
continue to have adequate working capital for a period of 18 months following
such prepayments.  (b)The Company will procure that Rosenthal does not prepay the
Rosenthal Subordinated Facility.  
   24.11Bank Accounts No Obligor will open or maintain any
account of any type with any bank or financial institution providing like
services other than the Charged Accounts and the Feeder Accounts.  24.12Intra-Group Security No Obligor shall take any step to enforce any of the
Intra-Group Security Documents without the prior written consent of the
Majority Lenders.  24.13Cash Sweep Each Obligor will procure that all credit balances in
the Feeder Accounts are transferred to a Blocked Account on a weekly basis (or
at such shorter intervals as the Agent may require).  24.14Insurance Each Obligor
will:  (a)as regards all its assets and property of any kind arrange and
maintain in full force and effect insurances (including consequential loss,
business interruption and public liability and damage and other insurances
usually maintained by companies carrying on the same type of business under
similar circumstances) in such amounts, on such terms and with such insurers as
the Agent may reasonably approve and on a basis consistent with that outlined
in the insurance report or other evidence delivered to the Agent pursuant to
paragraph 11 of Schedule 2 (Conditions
Precedent);  (b)procure that the Agents interest is noted on all policies relating
to loss/damage to property (including stock), machinery or equipment or
business interruption so arranged in such manner as the Agent may in its
absolute discretion require and will use all reasonable endeavours to ensure
that the Agent is named as sole loss payee (but without having any obligation
for premiums) in respect of those policies;  (c)ensure that every policy of insurance contains a standard mortgagee
clause, whereby such insurance will not be invalidated, vitiated or avoided as
against a mortgagee (or such other terms as the Agent may agree);  (d)supply to the Agent copies of all such policies of insurance and all
endorsements and renewals of such policies, together with receipts for
premiums;  (e)duly and punctually pay all premiums in respect of its insurances
and not do or omit to do any act, matter or thing whereby any such insurance
may be or becomes void or voidable at the option of the insurers or settle any
claim in excess of 50,000 in respect of those insurances without the prior
written consent of the Agent, such consent not to be unreasonably withheld or
delayed;  (f)comply with, enforce and (except with the prior written consent of
the Majority Lenders, such consent not to be unreasonably withheld or delayed)
not waive, release, terminate or vary (or agree so to do) any obligations
arising under all policies of insurance and inparticular,
but without limitation, it shall notify the Agent immediately upon receiving
notice from any insurer that the details of any  
   insurance policy
are to change in any way and upon receiving notice from any insurer terminating
any insurance policies;  (g)in the event that it receives from any insurer notice that such
insurer is terminating any insurance policy, it shall use all reasonable endeavours
to enter into a corresponding policy with an insurer approved by the Agent and
procure that such reasonable steps are taken as may be necessary to ensure that
such policy complies in all respects with the terms of this Agreement; and  (h)immediately give notice to the Agent of any occurrence which gives
rise, or might give rise, to a claim under any policy of insurance in excess of
£50,000.  If any Obligor at any time fails to perform
any of its obligations contained in this Clause, 24.14 the Agent may effect or
renew such insurance as it thinks fit and such Obligor shall reimburse the
Agent for the costs thereby incurred on demand.  24.15Financial Year End No Obligor
will alter its financial year end.  24.16Taxes Each Obligor
will promptly pay all Taxes imposed upon it as and when they fall due (except
where the Agent agrees that any relevant amounts are subject to a bona fide
dispute).  24.17Change of Name No Obligor will change its name without
giving the Agent 30 days prior written notice of the proposed new name and
will supply a copy of the relevant certificate of incorporation on change of
name to the Agent as soon as it becomes available.  24.18Credit Card Agreements Each Borrower
shall (a) observe and perform all material terms, covenants, conditions and
provisions of the Credit Card Agreements to be observed and performed by it at
the times set forth therein; (b) not do, permit, suffer or refrain from doing
anything, as a result of which there could be a material default under or breach
of any of the terms of any of the Credit Card Agreements; and (c) at all times
maintain in full force and effect the Credit Card Agreements and not terminate,
cancel, surrender, modify, amend, waive or release any of the Credit Card
Agreements except where such amendment, modification, or waiver would not have
a Material Adverse Effect, or consent to or permit to occur any of the
foregoing; except, that, (i) any such Borrower may terminate or cancel any of
the Credit Card Agreements in the ordinary course of the business of such
Borrower; provided, that, such Borrower shall give the Agent not less than
fifteen (15) days prior written notice of its intention to so terminate or
cancel any of the Credit Card Agreements; (d) not enter into any new Credit
Card Agreements with any new Credit Card Issuer unless (i) the Agent shall have
received not less than fifteen (15) days prior written notice of the intention
of such Borrower to enter into such agreement (together with such other
information with respect thereto as the Agent may request) and (ii) such
Borrower delivers, or causes to be delivered to the Agent, a Credit Card
Acknowledgment in favor of the Agent; (e) give the Agent immediate written
notice of any Credit Card Agreement entered into by such  
   Borrower after
the date hereof, together with a true, correct and complete copy thereof and
such other information with respect thereto as the Agent may reasonably
request; and (f) furnish to Agent, promptly upon the request of the Agent, such
information and evidence as the Agent may reasonably require from time to time
concerning the observance, performance and compliance by such Borrower or the
other party or parties thereto with the terms, covenants or provisions of the
Credit Card Agreements.  24.19ERISA Compliance Each Borrower and Guarantor shall, and shall cause
each of its ERISA Affiliates, to:  (a)maintain each Plan which it sponsors in compliance in all material
respects with the applicable provisions of ERISA, the Code and other Federal
and State law;  (b)cause each Plan which is qualified under Section 401(a) of the Code
to maintain such qualification;  (c)not terminate any of such Plans so as to incur any material
liability to the Pension Benefit Guaranty Corporation;  (d)not allow or suffer to exist any prohibited transaction involving
any of such Plans or any trust created thereunder which would subject such
Borrower, Guarantor or such ERISA Affiliate to a material tax or penalty or
other liability on prohibited transactions imposed under Section 4975 of the
Code or ERISA;  (e)make all required contributions to any Plan which it is obligated to
pay under Section 302 of ERISA, Section 412 of the Code or the terms of such
Plan;  (f)not allow or suffer to exist any accumulated funding deficiency,
whether or not waived, with respect to any such Plan; or  (g)allow or suffer to exist any occurrence of a reportable event or any
other event or condition which presents a material risk of termination by the
Pension Benefit Guaranty Corporation of any such Plan that is a single employer
plan, which termination could result in any material liability to the Pension
Benefit Guaranty Corporation,  except that no
event shall be deemed to be a breach of this Clause unless, in the reasonable
opinion of the Majority Lenders, such event is likely to have a Material
Adverse Effect.  24.20Notice to Debtors  Each German Borrower and each German Guarantor shall
(i) provide to its account debtors such notice with respect to the security
created pursuant to the Security Documents as the Agent may from time to time
reasonably require and (ii) include on its invoices details of an appropriate
Blocked Account for payment.  
   24.21Conditions Precedent To the extent
to which the Lenders may agree to waive any of the conditions specified in
Schedule 2 (Conditions Precedent)
in relation to the making of the first Utilisations, the Company shall procure
the satisfaction of such conditions within 10 Business Days following the date
of the first Utilisation.  25.EVENTS OF
DEFAULT  Each of the events or circumstances set out in Clause
25 is an Event of Default. Clauses 25.16 (Acceleration),
25.17 (Agents Rights following an Event of
Default) and 25.18 (New
Subsidiary Default) determine certain rights arising as a
consequence of the occurrence of an Event of Default.  25.1Non-payment An Obligor does not pay on the due date any amount
payable pursuant to a Finance Document at the place at and in the currency in
which it is expressed to be payable unless (i) its failure to pay is caused by
administrative or technical error (not attributable to an Obligor) and (ii)
payment is made within two Business Days of its due date.  25.2Other obligations (a)An Obligor does not comply with the provisions of Clauses 24.3 (Negative Pledge), 24.4 (Disposals), 24.8 (Financial Indebtedness), 24.9 (Making Loans,24.10(WW Subordinated Facility), 24.14 (Insurance) or any of the undertakings set
out in Schedule 3 (Reporting and Financial
Undertakings; Margin Adjustment; Revisions to the Facilities).  (b)An Obligor does not comply with any other provision of the Finance
Documents and, where such non-compliance is capable of remedy, such Obligor
fails to remedy same with 15 Business Days of becoming aware thereof.  25.3Misrepresentation Any representation or statement made or deemed to be
made by an Obligor in the Finance Documents or any other document delivered by
or on behalf of any Obligor under or in connection with any Finance Document is
or proves to have been incorrect or misleading in any material respect when
made or deemed to be made and, if such state of affairs is capable of remedy,
it has not been remedied within ten Business Days of the relevant Obligor
becoming aware of such state of affairs.  25.4Cross default (a)Any Financial Indebtedness (excluding Financial Indebtedness under
the Rosenthal Subordinated Facility) of any Obligor exceeding 150,000 (or its
equivalent in other currencies) in the aggregate is not paid when due.  (b)Any Financial Indebtedness of any Obligor exceeding 150,000 (or its
equivalent in other currencies) becomes prematurely due and payable (or becomes
capable of being declared prematurely due and payable) as a result of an event
of default (however described).  (c)Any Security Interest with respect to any Financial Indebtedness in
excess of 150,000 (or its equivalent in other currencies) of any Obligor
becomes  
   enforceable.  (d)An amount in excess of 20,000,000 in aggregate owed to trade
creditors of the Group as a whole remains outstanding following the expiry of
60 days after the due date.  25.5Insolvency (a)An Obligor is unable or admits inability to pay its debts as they
fall due, suspends making payments on any of its debts or, by reason of actual
or anticipated financial difficulties, commences negotiations with one or more
of its creditors with a view to rescheduling all or a substantial part of its
indebtedness or all or a substantial part of any class of its indebtedness.  (b)The value of the assets of any Obligor is less than its liabilities
(taking into account contingent and prospective liabilities and the benefit of
any Solvency Undertaking issued in favour of such Obligor).  (c)A moratorium is declared in respect of any indebtedness of any
Obligor.  25.6Insolvency proceedings Any corporate action, legal proceedings or other
procedure or step is taken in relation to:  (a)the suspension of payments, a moratorium of any indebtedness,
winding-up, dissolution, administration, examination or reorganisation (by way
of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor;  (b)a composition, compromise, assignment or arrangement with any
creditor of any Obligor;  (c)the appointment of a liquidator, receiver, administrative receiver,
administrator, examiner, compulsory manager or other similar officer in respect
of any Obligor or any of its assets; or  (d)enforcement of any Security Interest over any assets of any Obligor,  or any analogous procedure or step is taken in any
jurisdiction and is not dismissed or discharged within 21 days (provided that
such 21 day grace period will not apply if the relevant action, proceedings or
other step is taken by or at the instigation of the Board of Directors of the
relevant Obligor).  25.7Cessation of Business Any Obligor ceases or threatens to cease, to carry on
all or a substantial part of its business.  25.8Creditors process Any expropriation, attachment, sequestration, distress
or execution in excess of 150,000 affects any asset of any Obligor and is not
discharged within 14 days.  25.9Change of Control Any single person or group of persons (other than the
Permitted Holders and any entity formed by the Permitted Holders for the
purposes of owning, or through which  
   the Permitted Holders directly or indirectly, own
Capital Stock of the Company) acting in concert (as defined in the City Code on
Takeovers and Mergers) not having control of the Company as at the date of this
Agreement acquires control (as defined in Section 416 of the Income and
Corporation Taxes Act 1988) of the Company.  25.10Charged Account Arrangements Any bank repudiates or purports to terminate the
arrangements set out in the Debenture in relation to any Charged Account or a
cash-sweep or payment required to be made under any Finance Document from a
Charged Account is not made in the amount and manner required (unless
attributable to a technical failure which is remedied promptly), unless the
Company has previously established appropriate alternative arrangements to the
reasonable satisfaction of the Majority Lenders.  25.11Material adverse change An event or series of events occurs which, in the
reasonable opinion of the Majority Lenders, could be expected to have a
Material Adverse Effect.  25.12Credit Card Agreements Any Credit
Card Issuer or Credit Card Processor withholds payment of amounts otherwise
payable to any Borrower to fund a reserve account or otherwise hold as
collateral, or shall require any Borrower to pay funds into a reserve account
or for such Credit Card Issuer or Credit Card Processor to otherwise hold as
collateral, or any Borrower shall provide a letter of credit, guarantee,
indemnity or similar instrument to or in favour of such Credit Card Issuer or
Credit Card Processor such that in the aggregate all of such funds in the
reserve account, other amounts held as collateral and the amount of such
letters of credit, guarantees, indemnities or similar instruments shall exceed
50,000 or any Credit Card Issuer or Credit Card Processor shall debit or
deduct any amounts from any deposit account of any Borrower.  25.13Extended Term Loan The amounts outstanding in respect of the Extended
Term Loan at any time exceed the Total Availability at that time (but this
provision shall only apply to the Extended Term Loan and not to any other
Loan).  25.14ERISA An
ERISA Event shall occur which results in or could reasonably be expected to
have a Material Adverse Effect.  25.15Refinancing The Company fails to demonstrate to the satisfaction
of the Agent that satisfactory arrangements have been made for the refinancing
of the Facilities, not later than five Business Days prior to the First
Repayment Date.  25.16Acceleration On and at any time after the occurrence of an Event of
Default which is continuing the Agent may, and if so directed by the Majority
Lenders shall, by notice to the Company:  (a)cancel the Facilities (other than the Ancillary Facilities which may
be cancelled in accordance with their terms) whereupon they shall immediately
be cancelled;  
   and/or  (b)declare that all or part of the Loans (excluding, for those
purposes, any amounts owing in respect of the Ancillary Facilities), together
with accrued interest, and all other amounts accrued or outstanding under the
Finance Documents be immediately due and payable, whereupon they shall become
immediately due and payable; and/or  (c)declare that all or part of the Loans be payable on demand,
whereupon they shall immediately become payable on demand by the Lenders.  (d)declare that the Company shall immediately pay or procure the
payment of cash cover in respect of the L/Cs. 
The provisions of clause 12.12 (Cash
collateral) shall apply to any cash cover to be provided under this
Clause 25.16(d).  25.17Agents Rights following an Event of Default Without prejudice to the other provisions of this
Clause 25 or any of its other rights under any Finance Documents, the Agent
may, at any time while an Event of Default is continuing (and without incurring
any liability for the exercise or non-exercise of any such power):  (a)require each Obligor immediately to deliver to it all original
documents relating to the Receivables and the contracts giving rise to them;
and/or  (b)give notice (or require the relevant Obligors to give notice) to the
account debtors to the effect that the Receivables have been assigned to the
Agent and requiring that payment be made to such account as the Agent may
specify; and/or  (c)extend the time for payment of any Receivable or otherwise enter
into any arrangements for the settlement, compromise, release or discharge of
any receivable; and/or  (d)generally take such action as it may deem fit for the protection of
any rights, remedies or security conferred upon it by any of the Finance Documents.  25.18New Subsidiary Default In determining whether an Event of Default has
occurred for the purposes of this Clause 25, regard shall be had to Clause
4.3(d).  25.19Majority Senior Tranche B Lenders Rights Notwithstanding anything to the contrary contained
herein, except as the Majority Senior Tranche B Lenders shall otherwise agree,
the Agent shall demand payment of the obligations and commence and pursue such
other Enforcement Actions as the Agent in good faith deems appropriate within
one hundred and twenty (120) days (except with respect to Events of Default
described in Clauses 25.5 and 25.6, the Agent shall take such Enforcement
Actions as it deems appropriate under the circumstances promptly upon receipt
of notice) after the date of the receipt by the Agent of written notice
executed and delivered by the Majority Senior Tranche B  
   Lenders of an Event of Default described in Clauses
25.1, 25.5, 25.6 or 25.2 (to the extent arising as a result of the failure to
comply with Clauses 24.3, 24.4, 24.5, 24.7, 24.8, 24.9 or 24.10 after giving
effect to all applicable cure periods) and requesting that the Agent commence
Enforcement Actions, provided, that, (i) such Event of Default has not been
waived or cured, (ii) in the good faith determination of Agent, taking an
Enforcement Action is permitted under the terms of this Agreement and
applicable law, (iii) taking an Enforcement Action shall not result in any
liability of the Agent or the Lenders to the Company, any Obligor or any other
person, (iv) the Agent shall be entitled to all of the benefits of Clause 28 (Role of the Agent), and (v) the Agent
shall not be required to take an Enforcement Action so long as within the
period provided above, the Agent shall, at its option, either (A) appoint the
Original Tranche B Lender, as an agent of the Agent for purposes of exercising
the rights of the Agent to take an Enforcement Action, subject to the terms
hereof or (B) resign as the Agent and the Original Tranche B Lender shall
automatically be deemed to be the successor Agent hereunder for purposes
hereof, except with respect to the provisions of Clause 2 and except in
connection with all matters relating to the determination of Eligible Stock and
Eligible Receivables, Reserves and receiving reports in respect of Collateral
and conducting field examinations with respect to the Collateral and similar
matters). This Clause 25.19 shall not apply to the Ancillary Facilities.  26.CHANGES
TO THE LENDERS  26.1Assignments and transfers by the Lenders (a)The Senior
Lenders may at any time assign, transfer, delegate or offer participations in
all or a proportion of their rights and obligations under the Finance
Documents.  During the primary
syndication period of 26 weeks which is intended to follow the date of this Agreement,
the Senior Lenders shall consult with the Company before taking any action of
the kind described in this Clause 26.1. 
Thereafter, the Senior Lenders shall not take any such action without
the prior written consent of the Company and the Agent.  (b)Subject to
obtaining the prior written consent of the Company (such consent not to be
unreasonably withheld or delayed) each Senior Tranche B Lender may assign all
or, if less than all, a portion equal to at least US$2,000,000 in the aggregate
for the assigning Lender, of such rights and obligations under this Agreement
to one or more persons, each of which assignees shall become a party to this
Agreement as a Senior Tranche B Lender by execution of a Transfer Certificate; provided,
that, the Agent shall have received for its sole account the fee set
forth in Clause 26.3 (Assignment or Transfer
Fee).  Anything contained
herein to the contrary notwithstanding, the consent of the Company or the Agent
shall not be required, the minimum assignment amount shall not be applicable,
such Transfer Certificate shall not be required to be executed by or delivered
to the Agent in order to be effective, and payments of the processing fee shall
not be required if (x) such assignment is in connection with any merger or
consolidation of a Senior Tranche B Lender, (y) whilst a Default or Event of
Default is continuing and has not been remedied or (z) in the case of any
Senior Tranche B Lender, the assignee is an Affiliate of such Senior Tranche B
Lender or any Related Fund, provided,however, that the Company, each other Obligor
and the  
   Agent may
continue to deal solely and directly with the assigning Senior Tranche B Lender
in connection with the interest so assigned until such time as written notice
of such assignment shall have been delivered by the assigning Senior Tranche B
Lender or the assignee to the Agent.  (c)If a Lender
grants any risk or funded participations to any other party, then such Lender
shall nevertheless remain responsible for the performance of the obligations
expressed to be assumed by it pursuant to the Finance Documents.  No such participant shall acquire any rights
under any of the Finance Documents.  26.2Assignment to Federal Reserve Bank  In addition to any other
assignments or participation rights provided in this Clause 26, each Lender may
assign and pledge all or any portion of its Loans and the other obligations
owed to such Lender, without notice to or consent of any Party, to any Federal
Reserve Bank pursuant to Regulation A of the Board of Governors of the Federal
Reserve Bank and any operating circular issued by such Federal Reserve Bank; provided, however, that, (i) no Lender shall be relieved of
any of its obligations under this Agreement as a result of any such assignment
and pledge and (ii) in no event shall such Federal Reserve Bank be considered
to be a Lender or be entitled to require the assigning Lender to take or omit
to take any action under this Agreement.  26.3Assignment or transfer fee The assignee or transferee (the New Lender) shall, on the date upon which
an assignment or transfer takes effect, pay to the Agent (for its own account)
a fee of £750, except as otherwise provided by Clause 26.1(b).  26.4Limitation of responsibility of Existing Lenders  (a)Unless expressly agreed to the contrary, the assignor or transferor
(the Existing Lender) makes no
representation or warranty and assumes no responsibility to a New Lender for:  (i)the legality, validity, effectiveness, adequacy or enforceability of
the Finance Documents or any other documents;  (ii)the financial condition of any Obligor;  (iii)the performance and observance by any Obligor of its obligations
under the Finance Documents or any other documents; or  (iv)the accuracy of any statements (whether written or oral) made in or
in connection with any Finance Document or any other document,  and any
representations or warranties implied by law are excluded.  (b)Each New Lender confirms to the Existing Lender and the other
Finance Parties that it:  
   (i)has made (and shall continue to make) its own independent
investigation and assessment of the financial condition and affairs of each
Obligor and its related entities in connection with its participation in this
Agreement and has not relied exclusively on any information provided to it by
the Existing Lender in connection with any Finance Document; and  (ii)will continue to make its own independent appraisal of the
creditworthiness of each Obligor and its related entities whilst any amount is
or may be outstanding under the Finance Documents or any Commitment is in
force.  (c)Nothing in any Finance Document obliges an Existing Lender to:  (i)accept a re-transfer from a New Lender of any of the rights and
obligations assigned or transferred under this Clause 26; or  (ii)support any losses directly or indirectly incurred by the New Lender
by reason of the non-performance by any Obligor of its obligations under the
Finance Documents or otherwise.  26.5Procedure  for  transfer  (a)Subject to the conditions set out in this Clause 26.5 and except as
otherwise provided in Clause 26.1(b), a transfer is effected in accordance with
paragraph (c) below when the Agent executes an otherwise duly completed
Transfer Certificate delivered to it by the Existing Lender and the New Lender
(as those terms are defined in the Transfer Certificate).  The Agent shall, subject to paragraph (b)
below, as soon as reasonably practicable after receipt by it of a duly
completed Transfer Certificate appearing on its face to comply with the terms
of this Agreement and delivered in accordance with the terms of this Agreement,
execute that Transfer Certificate.  (b)The Agent shall only be obliged to execute a Transfer Certificate
delivered to it by the Existing Lender and the New Lender once it is satisfied
that:  (i)it has complied with all necessary know your customer or other
similar checks under all applicable laws and regulations in relation to the
transfer to such New Lender; and  (ii)it has received such further documentation as may be necessary to
ensure that the New Lender may become a party to the Intercreditor Agreement.  (c)On the Transfer Date:  (i)to the extent that in the Transfer Certificate the Existing Lender
seeks to transfer by novation its rights and obligations under the Finance
Documents each of the Obligors and the Existing Lender shall be released from
further obligations towards one another under the Finance Documents and their
respective rights against one another under the Finance Documents shall be
cancelled (being the Discharged Rights and
Obligations);  
   (ii)each of the Obligors and the New Lender shall assume obligations
towards one another and/or acquire rights against one another which differ from
the Discharged Rights and Obligations only insofar as that Obligor and the New
Lender have assumed and/or acquired the same in place of that Obligor and the
Existing Lender;  (iii)the Agent, the New Lender and other Lenders shall acquire the same
rights and assume the same obligations between themselves as they would have
acquired and assumed had the New Lender been an Original Lender with the rights
and/or obligations acquired or assumed by it as a result of the transfer and to
that extent the Agent and the Existing Lender shall each be released from further
obligations to each other under the Finance Documents; and  (iv)the New Lender shall become a Party as a Lender.  (d)In the case of lending to a US Borrower, no assignment or transfer
shall be effective until the US Borrower is notified of the Transfer and
provided with the transferees name and relevant identifying information.  Further, no Lender may sub-participate any
portion of its interest in the relevant Facilities without a book entry record
of ownership identifying the participant and the amount of such participation
owned by the participant.  Such book
entry record of ownership shall be maintained by the Agent as agent for the US
Borrower.  Each participant shall also
agree to the same restrictions on transfer.  (e)For US federal income tax purposes only, each US Borrower designates
the Agent as its agent for maintaining a book entry record of ownership
identifying the Lenders and the amount of the respective interest in the Loan
which they own.  For U.S. federal income
tax purposes only, to the extent that a Lender sells to any party participating
interests in its Loan, such Lender shall maintain a book entry record of
ownership identifying the participant(s) and the amount of such
participation(s) owned by such participant(s). 
Such book entry record of ownership shall be maintained by the Agent as
agent for each US Borrower.  In the event
that the IRS shall specifically request such information from a US Borrower,
upon receipt of written notice thereof from such US Borrower (or its agent), together
with a copy of the relevant portion of such request from the IRS, the Agent
shall deliver to such US Borrower (or its agent) a copy of the register of such
Lenders sub-participations, including the names and addresses of the owners of
such sub-participations and the amount of such sub-participations owing to
them.  This Clause shall not impose any
obligation or liability on any Lender or the Agent other than the obligation to
deliver the specified information under the specific conditions in this Agreement.  The foregoing provisions are intended to
comply with the registration requirements in U.S. Treasury Regulation Section
5f.103-1 so that the Loans to the US Borrowers are considered to be in
registered form pursuant to such regulation.  26.6Copy of Transfer Certificate to Company  The Agent shall, as soon as reasonably practicable
after it has executed a Transfer Certificate, send to the Company a copy of
that Transfer Certificate.  
   26.7Disclosure of information  Any Lender may disclose to any of its Affiliates and
any other person:  (a)to (or through) whom that Lender assigns or transfers (or may
potentially assign or transfer) all or any of its rights and obligations under
this Agreement;  (b)with (or through) whom that Lender enters into (or may potentially
enter into) any sub participation in relation to, or any other transaction
under which payments are to be made by reference to, this Agreement or any
Obligor; or  (c)to whom, and to the extent that, information is required to be disclosed
by any applicable law or regulation,  any information about any Obligor, the Group and the
Finance Documents as that Lender shall consider appropriate, if, in relation to
paragraphs (a) and (b) above, the person to whom such information is to be disclosed
has entered into a confidentiality undertaking substantially in the form
recommended by the LMA.  26.8Ancillary Facility Providers  An institution may become an Ancillary Facility
Provider in accordance with the provisions of Clause 2.8(a) (Ancillary Facility Provider).  27.CHANGES
TO THE OBLIGORS  27.1Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer
any of its rights or obligations under the Finance Documents.  27.2Additional Borrowers The Company
may request that any of its Subsidiaries becomes an Additional Borrower.  That Subsidiary shall become an Additional
Borrower if:  (a)the Agent approves the addition of that Subsidiary (provided that no
such approval shall be required in relation to a New Subsidiary or Rosenthal
USA Limited);  (b)the Company delivers to the Agent a duly completed and executed
Accession Letter and Deed of Accession;  (c)the Company confirms that no Default is continuing or would occur as
a result of that Subsidiary becoming an Additional Borrower; and  (d)the Agent has received with respect to the Additional Borrower,
documentation corresponding to that listed in paragraphs (A) and (B) of
Schedule 2 (Conditions precedent) in relation to
that Additional Borrower, each in form and substance satisfactory to the Agent.  27.3Additional Guarantors The Company
shall procure that each of its Material Subsidiaries (other than Rosenthal) is
a Guarantor.  If any company becomes a
Material Subsidiary after the  
   date of this
Agreement, the Company shall procure that such Material Subsidiary (other than
Rosenthal) becomes an Additional Guarantor by delivering to the Agent:  (a)a duly completed and executed Accession Letter and Deed of Accession
or (if the Material Subsidiary is incorporated outside England and Wales) such
documentation as the Agent may reasonably require in order to obtain
corresponding security in the relevant jurisdiction of incorporation; and  (b)all of the corresponding documents and other evidence listed in
paragraphs (A) and (B) of Schedule 2 (Conditions precedent)
in relation to that Additional Guarantor, each in form and substance
satisfactory to the Agent.  If any such
Material Subsidiary is a public company or a Subsidiary of a public company,
then the Company shall procure that such Material Subsidiary becomes an
Additional Guarantor within 120 days of its acquisition.  27.4Repetition of Representations Delivery of an Accession Letter constitutes
confirmation by the relevant Subsidiary that the Repeating Representations are
true and correct in relation to it as at the date of delivery as if made by
reference to the facts and circumstances then existing.  28.ROLE OF THE
AGENT  28.1Appointment of the Agent (a)Each other Finance Party appoints the Agent to act as its agent
under and in connection with the Finance Documents.  (b)The Agent shall hold the benefit of the Security Documents executed
in its favour as agent and security trustee for all the Finance Parties and in
accordance with the trusts created pursuant to the Intercreditor Agreement.  (c)Each other Finance Party authorises the Agent to exercise the
rights, powers, authorities and discretions specifically given to the Agent
under or in connection with the Finance Documents together with any other incidental
rights, powers, authorities and discretions.  (d)Nothing
in this Clause 28.1 shall have the effect of appointing the Agent to act as
agent with respect to the documentation which creates or evidences any
Ancillary Facilities.  28.2Duties of the Agent (a)The Agent shall promptly forward to a Party the original or a copy
of any document which is delivered to the Agent for that Party by any other
Party.  (b)Except where a Finance Document specifically provides otherwise, the
Agent is not obliged to review or check the adequacy, accuracy or completeness
of any document it forwards to another Party.  (c)If the Agent receives notice from a Party referring to this
Agreement, describing a Default and stating that the circumstance described is
a Default, it shall promptly notify the Finance Parties.  
   (d)If the Agent is aware of the non-payment of any principal, interest,
commitment fee or other fee payable to a Finance Party (other than the Agent)
under this Agreement it shall promptly notify the other Finance Parties.  (e)The Agents duties under the Finance Documents are solely mechanical
and administrative in nature.  To the
extent to which the administration of the Finance Documents may involve the
making of any decisions or judgements or the exercise of any discretion (e.g.
as to whether any Stock or Receivables constitute Eligible Stock or Eligible
Receivables, the administration of the Charged Accounts, the establishment of
any Reserves or any other matter whatsoever) the exculpatory and other provisions
of this Clause 28 (including, without limitation, Clauses 28.7 (Responsibility for Documentation)and
Clause 28.8 (Exclusion of Liability))shall
be applicable thereto with any necessary adaptations.  28.3No fiduciary duties (a)Nothing in this Agreement constitutes the Agent as a trustee or
fiduciary of any other person.  In so far
as the Agent acts as security trustee pursuant to Clause 28.1 (Appointment of the Agent), it shall have
no obligations beyond those set out in this Clause 28 and in the Intercreditor
Agreement.  (b)The Agent shall not be bound to account to any Lender for any sum or
the profit element of any sum received by it for its own account.  28.4Business with the Group The Agent may accept deposits from, lend money to and
generally engage in any kind of banking or other business with the Company or
any of its Affiliates.  28.5Rights and discretions of the Agent (a)The Agent may rely on:  (i)any representation, notice or document believed by it to be genuine,
correct and appropriately authorised (whether received by fax, e-mail or by any
other means whatsoever); and  (ii)any statement made by a director, authorised signatory or employee
of any person regarding any matters which may reasonably be assumed to be
within his knowledge or within his power to verify.  (b)The Agent may assume (unless it has received notice to the contrary
in its capacity as agent for the Lenders) that:  (i)no Default has occurred (unless it has actual knowledge of a Default
arising under Clause 25.1 (Non-payment));  (ii)any right, power, authority or discretion vested in any Party or the
Majority Lenders has not been exercised; and  (iii)any notice or request made by the Company (other than a Utilisation
Request) is made on behalf of and with the consent and knowledge of all the
Obligors.  
   (c)The Agent may engage, pay for and rely on the advice or services of
any lawyers, accountants, surveyors or other experts.  (d)The Agent may act in relation to the Finance Documents through its
personnel and agents.  (e)The Agent may disclose to any other Party any information it
reasonably believes it has received as agent under this Agreement.  (f)Notwithstanding any other provision of any Finance Document to the
contrary, the Agent is not obliged to do or omit to do anything if it would or
might in its reasonable opinion constitute a breach of any law or regulation or
a breach of a fiduciary duty or duty of confidentiality.  28.6Majority Lenders instructions (a)Unless a contrary indication appears in a Finance Document, the
Agent shall (i) exercise any right, power, authority or discretion vested in it
as Agent in accordance with any instructions given to it by the Majority
Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any
right, power, authority or discretion vested in it as Agent) and (ii) not be
liable for any act (or omission) if it acts (or refrains from taking any
action) in accordance with an instruction of the Majority Lenders. The Agent
may, however, carry out the mechanical and administrative functions described
in Clause 28.2 (Duties of the Agent)
without prior reference to the Lenders or any of them.  (b)Unless a contrary indication appears in a Finance Document, any
instructions given by the Majority Lenders will be binding on all the Finance
Parties.  (c)The Agent may refrain from acting in accordance with the
instructions of the Majority Lenders (or, if appropriate, from all of the
Lenders) until it has received such security as it may require for any cost,
loss or liability (together with any associated VAT) which it may incur in
complying with the instructions.  (d)In the absence of instructions from the Majority Lenders, (or, if
appropriate, from all of the Lenders) the Agent may act (or refrain from taking
action) as it considers to be in the best interest of the Lenders.  (e)The Agent is not authorised to act on behalf of a Lender (without
first obtaining that Lenders consent) in any legal or arbitration proceedings
relating to any Finance Document.  (f)If all moneys owing in respect of the Senior Facilities have been
paid or repaid in full, then reference in this clause 28.6 to the Majority
Lenders shall instead be read as references to the Majority Senior Tranche B
Lenders.  28.7Responsibility for documentation The Agent:  (a)is not responsible for the adequacy, accuracy and/or completeness of
any information (whether oral or written) supplied by the Agent, an Obligor or
any other person given in or in connection with any Finance Document; and  
   (b)is not responsible for the legality, validity, effectiveness,
adequacy or enforceability of any Finance Document or any other agreement,
arrangement or document entered into, made or executed in anticipation of or in
connection with any Finance Document.  28.8Exclusion of liability (b)  (a)Without
limiting paragraph (b) below, the Agent will not be liable for any action taken
by it under or in connection with any Finance Document, unless directly caused
by its gross negligence or wilful misconduct.  (b)No Party (other than the Agent) may take any proceedings against any
officer, employee or agent of the Agent in respect of any claim it might have
against the Agent or in respect of any act or omission of any kind by that
officer, employee or agent in relation to any Finance Document and any officer,
employee or agent of the Agent may rely on this Clause.  (c)The Agent will not be liable for any delay (or any related
consequences) in crediting an account with an amount required under the Finance
Documents to be paid by the Agent if the Agent has taken all necessary steps as
soon as reasonably practicable to comply with the regulations or operating
procedures of any recognised clearing or settlement system used by the Agent
for that purpose.  (d)Nothing in this Agreement shall oblige the Agent to carry out any
know your customer or other checks in relation to any person on behalf of any
Lender and each Lender confirms to the Agent that it is solely responsible for
any such checks it is required to carry out and that it may not rely on any
statement in relation to such checks made by the Agent.  28.9Lenders indemnity to the Agent Each Senior Lender shall (in proportion to its share
of the Total Senior Commitments or, if the Total Senior Commitments are then
zero, to its share of the Total Senior Commitments immediately prior to their
reduction to zero) indemnify the Agent, within three Business Days of demand,
against any cost, loss or liability incurred by the Agent (otherwise than by
reason of the Agents gross negligence or wilful misconduct) in acting as Agent
under the Finance Documents (unless the Agent has been reimbursed by an Obligor
pursuant to a Finance Document) in relation to the Senior Facilities. Each
Senior Tranche B Lender shall likewise indemnify the Agent against any cost,
loss or liability incurred by the Agent in acting as Agent in respect of the
Senior Tranche B Facility, on the terms of this Clause 28.9 with necessary
adaptations.  28.10Resignation
and Removal of the Agent (a)The Agent may resign and appoint one of its Affiliates or an
Affiliate of Wachovia Bank, NA acting through an office in the United Kingdom
as successor by giving notice to the other Finance Parties and the Company.  (b)Alternatively the Agent may resign by giving notice to the other
Finance Parties  
   and the
Company, in which case the Required Lenders (after consultation with the
Company) may appoint a successor Agent.  (c)If the Required Lenders have not appointed a successor Agent in
accordance with paragraph (b) above within 30 days after notice of resignation
was given, the Agent (after consultation with the Company) may appoint a
successor.  (d)The retiring Agent shall, at its own cost, make available to the
successor Agent such documents and records and provide such assistance as the
successor Agent may reasonably request for the purposes of performing its
functions as Agent under the Finance Documents.  (e)The Agents resignation notice shall only take effect upon the
appointment of a successor.  (f)Upon the appointment of a successor, the retiring Agent shall be
discharged from any further obligation in respect of the Finance Documents but
shall remain entitled to the benefit of this Clause 28.  Its successor and each of the other Parties
shall have the same rights and obligations amongst themselves as they would
have had if such successor had been an original Party.  (g)After consultation with the Company, the Required Lenders may, by
giving notice to the Agent, require it to resign in accordance with paragraph
(b) above.  In this event, the Agent
shall resign in accordance with paragraph (b) above.  (h)The Agent and the Security Trustee shall always be the same person.  28.11Confidentiality (a)In acting as agent for the Finance Parties, the Agent shall be
regarded as acting through its agency division which shall be treated as a
separate entity from any other of its divisions or departments.  (b)If information is received by another division or department of the
Agent, it may be treated as confidential to that division or department and the
Agent shall not be deemed to have notice of it.  28.12Relationship with the Lenders (a)The Agent may treat each Lender as a Lender, entitled to payments
under this Agreement and acting through its Facility Office unless it has
received not less than five Business Days prior notice from that Lender to the
contrary in accordance with the terms of this Agreement.  (b)Each Lender shall supply the Agent with any information required by
the Agent in order to calculate the Mandatory Cost.  28.13Credit appraisal by the Lenders Without affecting the responsibility of any Obligor
for information supplied by it or on its behalf in connection with any Finance
Document, each Lender confirms to the Agent that it has been, and will continue
to be, solely responsible for making its own independent appraisal and
investigation of all risks arising under or in connection with any Finance
Document including but not limited to:  
   (a)the financial condition, status and nature of the Company and its
Affiliates;  (b)the legality, validity, effectiveness, adequacy or enforceability of
any Finance Document and any other agreement, arrangement or document entered
into, made or executed in anticipation of, under or in connection with any
Finance Document;  (c)whether that Lender has recourse, and the nature and extent of that
recourse, against any party or any of its respective assets under or in
connection with any Finance Document, the transactions contemplated by the
Finance Documents or any other agreement, arrangement or document entered into,
made or executed in anticipation of, under or in connection with any Finance
Document; and  (d)the adequacy, accuracy and/or completeness of any information
provided by the Agent, any Party or by any other person under or in connection
with any Finance Document, the transactions contemplated by the Finance
Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document.  28.14Deduction from amounts payable by the Agent If any Party owes an
amount to the Agent under the Finance Documents the Agent may, after giving
notice to that party, deduct an amount not exceeding that amount from any
payment to that Party which the Agent would otherwise be obliged to make under
the Finance Documents and apply the amount deducted in or towards satisfaction
of the amount owed.  For the purposes of
the Finance Documents that Party shall be regarded as having received any
amount so deducted.  28.15Agent as Security Trustee The protections extended to the Agent pursuant to the
foregoing provisions of this Clause 28 shall apply to it equallyin its role as Security Trustee under the
Security Documents and the Intercreditor Agreement. The ensuing provisions of
this Clause 28 shall apply in addition in relation to the Security Trustee.  28.16Appointment The Lenders and the Obligors hereby appoint the
Security Trustee to hold, and the Security Trustee agrees that it shall hold,
the security constituted by the Security Documents in trust for the benefit of
the Lenders, on the terms of and subject to the conditions of this Agreement
and the Intercreditor Agreement and to act as trustee hereunder and the
Security Trustee shall exercise such rights, powers, discretions and duties as
may be conferred or imposed upon it pursuant to the terms of this Agreement,
the Intercreditor Agreement and the provisions of the general law.  28.17Security Trustee as joint creditor (a)The Company, the Obligors and each of the Lenders agree that the
Security Trustee, to the extent the Security Trustee is not a creditor itself,
shall be the joint creditor (together with the relevant Lender) of each and
every obligation of the Company and the Obligors in full towards each or any of
the Lenders under each and any Finance Document, and that accordingly the
Security Trustee will have its own independent right to demand performance by
the Company or the  
   Obligors of
those obligations (and the obligations owed to the Security Trustee as joint
creditor hereinafter referred to as the Parallel Debt). However, a discharge
of any such obligation to one of the Security Trustee or a Lender shall, to the
same extent, discharge the corresponding obligation owing to the other.  (b)Without limiting or affecting the Security Trustees rights against
the Company or the Obligors (whether under this paragraph or under any other
provision of the Finance Documents), the Security Trustee agrees with each
other Lender (on a several and divided basis) that, subject as set out in the
next sentence, it will not exercise its rights as a joint creditor with a
Lender except that after consultation with the relevant Lender. However, for
the avoidance of doubt, nothing in the previous sentence shall in any way limit
the Security Trustees right to act in the protection or preservation of rights
under or to enforce any Security Document as contemplated by this Deed and/or
the relevant Security Document (or to do any act reasonably incidental to any
of the foregoing).  (c)For this purpose of this Clause 28.17, in relation to all Security
Documents governed by German law (the German
Security Documents), the Security Trustee acts in its own name and
not as a trustee, and its claims in respect of the Parallel Debt shall not be
held on trust. The collateral granted under the Finance Documents to the
Security Trustee to secure the Parallel Debt is granted to the Security Trustee
in its capacity as creditor of the Parallel Debt and shall not be held on
trust.  (d)Waterford
Wedgwood Japan (WWJ), Waterford
Wedgwood plc, Wedgwood Limited, Statum Limited and Josiah Wedgwood & Sons
Limited (the last four companies shall hereinafter be collectively referred to
as the Intragroup Creditors and
individually as an Intragroup Creditor)
agree that the Security Trustee shall be the joint creditor (together with the
relevant Intragroup Creditor) of all present and future indebtedness,
obligations and liabilities of every nature of WWJ from time to time owed to
each of the Intragroup Creditors under trade accounts payable by WWJ arising in
the ordinary course of business and not overdue by 90 days or more, and that
accordingly the Security Trustee will have its own independent right to demand
performance by WWJ of those indebtedness, obligations and liabilities (such
indebtedness, obligations and liabilities owed to the Security Trustee as joint
creditor shall hereinafter be referred to as the Parallel Intragroup Debt). 
However, a discharge of any such indebtedness, obligation or liability
to either of the Security Trustee or an Intragroup Creditor shall, to the same
extent, discharge the corresponding indebtedness, obligation or the liability
owing to the other.  (e)For the purpose of this Clause 28.17, in relation to all Security
Documents governed by Japanese Law (the Japanese
Security Documents), the Security Trustee acts in its own name and
not as trustee, and its claims in respect of the Parallel Debt and the Parallel
Intragroup Debt shall not be held on trust.  The collateral granted under
the Japanese Security Documents to the Security Trustee to secure the Parallel
Debt and the Parallel Intragroup Debt is granted to the Security Trustee, in
its capacity as creditor of the Parallel Debt and the Parallel Intragroup Debt
and shall not be held on trust.  
   28.18The German Security Documents In relation to the German
Security Documents the following additional provisions shall apply:  (a)The Security Trustee shall:  (i)hold and administer any German Security which is security assigned (Sicherungseigentum/Sicherungsabretung) or
otherwise transferred under a non-accessory security right (nicht akzessorische Sicherheit) to it as
trustee (Treu-händer) for the benefit of the Lenders;  (ii)hold and administer any German Security which is pledged (Verpfädung) or otherwise transferred to it
under an accessory security right (akzessorishe
sicherheit) and secures the Parallel Debt as trustee (Treuhänder) for the benefit of the Lenders.  (b)Each of the Lenders hereby authorises the Security Trustee (whether
or not by or through employees or agents):  (i)to exercise such rights, remedies, powers and discretions as are
specifically delegated to or conferred upon the Security Trustee by the German
Security Documents together with such powers and discretions as are reasonably
incidental thereto;  (ii)to take such action on its behalf as may from time to time be
authorised under or in accordance with the German Security Documents; and  (iii)unless the Security Trustee receives pledges or other accessory
rights which secure the Parallel Debt, to accept as its representative
(Stellvertreter) any pledge or other creation of any accessory right made to
such Lender in relation to the Finance Documents.  The Security
Trustee shall be exempted from the restrictions of Section 181 of the German
Civil Code.  (c)None of the Lenders shall have any independent power to enforce any
of the German Security Documents or to exercise any rights, discretions or powers
or to grant any consents or releases under or pursuant to any of the German
Security Documents or otherwise have direct recourse to the security
constituted by any of the German Security Documents except through the Security
Trustee.  28.19Perpetuity Period The perpetuity period under the rule against
perpetuities, if applicable hereto, shall be the period of eighty years from
the date of this Agreement.  29.CONDUCT OF BUSINESS BY THE FINANCE PARTIES No provision of this Agreement will:  (a)interfere with the right of any Finance Party to arrange its affairs
(tax or otherwise) in whatever manner it thinks fit;  
   (b)oblige any Finance Party to investigate or claim any credit, relief,
remission or repayment available to it or the extent, order and manner of any
claim; or  (c)oblige any Finance Party to disclose any information relating to its
affairs (tax or otherwise) or any computations in respect of Tax.  30.SHARING
AMONG THE FINANCE PARTIES  30.1Payments to Finance Parties If a Finance Party (a Recovering
Finance Party) receives or recovers any amount from an Obligor
other than in accordance with Clause 31 (Payment mechanics)
and applies that amount to a payment due under the Finance Documents then:  (a)the Recovering Finance Party shall, within three Business Days,
notify details of the receipt or recovery, to the Agent;  (b)the Agent shall determine whether the receipt or recovery is in
excess of the amount the Recovering Finance Party would have been paid had the
receipt or recovery been received or made by the Agent and distributed in
accordance with Clause 31 (Payment mechanics),
without taking account of any Tax which would be imposed on the Agent in
relation to the receipt, recovery or distribution; and  (c)the Recovering Finance Party shall, within three Business Days of
demand by the Agent, pay to the Agent an amount (the Sharing
Payment) equal to such receipt or recovery less any amount which
the Agent determines may be retained by the Recovering Finance Party such that
it receives its appropriate Pro Rata Share thereof.  30.2Redistribution of payments The Agent shall treat the Sharing Payment as if it had
been paid by the relevant Obligor and distribute it between the Finance Parties
(other than the Recovering Finance Party) in accordance with their respective
Pro Rata Shares.  30.3Recovering Finance Partys rights (a)On a distribution by the Agent under Clause 30.2 (Redistribution of payments), the Recovering Finance Party
will be subrogated to the rights of the Finance Parties which have shared in
the redistribution.  (b)If and to the extent that the Recovering Finance Party is not able
to rely on its rights under paragraph (a) above, the relevant Obligor shall be
liable to the Recovering Finance Party for a debt equal to the Sharing Payment
which is immediately due and payable.  30.4Reversal of redistribution If any part of the Sharing Payment received or
recovered by a Recovering Finance Party becomes repayable and is repaid by that
Recovering Finance Party, then:  (a)each Finance Party which has received a share of the relevant
Sharing Payment pursuant to Clause 30.2 (Redistribution of payments)
shall, upon request of the Agent, pay to the Agent for account of that
Recovering Finance Party an amount equal to the appropriate part of its share
of the Sharing Payment (together with  
   an amount as
is necessary to reimburse that Recovering Finance Party for its proportion of
any interest on the Sharing Payment which that Recovering Finance Party is
required to pay); and  (b)that Recovering Finance Partys rights of subrogation in respect of
any reimbursement shall be cancelled and the relevant Obligor will be liable to
the reimbursing Finance Party for the amount so reimbursed.  30.5Exceptions (a)This Clause 30 shall not apply to the extent that the Recovering
Finance Party would not, after making any payment pursuant to this Clause, have
a valid and enforceable claim against the relevant Obligor.  (b)A Recovering Finance Party is not obliged to share with any other
Lender any amount which the Recovering Finance Party has received or recovered
as a result of taking legal or arbitration proceedings, if:  (i)it notified that other Finance Party of the legal or arbitration
proceedings; and  (ii)the other Finance Party had an opportunity to participate in those
legal or arbitration proceedings but did not do so as soon as reasonably
practicable having received notice and did not take separate legal or
arbitration proceedings.  30.6Ancillary Facilities  The
provisions of this Clause 30 do not apply to the Ancillary Facilities.  31.PAYMENT
MECHANICS  31.1Payments to the Agent (a)On each date on which an Obligor or a Lender is required to make a
payment under a Finance Document, that Obligor or Lender shall make the same
available to the Agent (unless a contrary indication appears in a Finance
Document) for value on the due date at the time and in such funds specified by
the Agent as being customary at the time for settlement of transactions in the
relevant currency in the place of payment.  (b)Payment shall be made to such account in the principal financial
centre of the country of that currency (or, in relation to euro, in a principal
financial centre in a Participating Member State or London) with such bank as
the Agent specifies.  31.2Distributions by the Agent (a)Subject to (b) below, each payment received by the Agent under the
Finance Documents for another Party shall, subject to Clause 31.3 (Distributions to an Obligor) and Clause
31.4 (Clawback) be made available
by the Agent as soon as practicable after receipt to the Party entitled to
receive payment in accordance with this Agreement, to such account as that
Party may notify to the Agent by not less than five Business Days notice with
a bank in the principal financial  
   centre of the
country of that currency (or, in relation to euro, in the principal financial
centre of a Participating Member State or London).  (b)Notwithstanding (a) above and with a view to minimising the
transfers of funds among the Senior Lenders, the Agent may, instead of
requiring each Senior Lender to provide it with immediately available funds
representing its Pro Rata Share of each Utilisation, at its option elect to
make available, on behalf of the Senior Lenders, the full amount of the required
Utilisation.  In such event, the
provisions of paragraphs 3, 4, 5, 6, 7 and 8 of Schedule 4 (Provisions applicable to US Lenders and the
Administration of the Senior Facilities) shall apply with any
necessary adaptations to the arrangements for accounting and settlement as
between the Agent and the Senior Lenders.  31.3Distributions to an Obligor The Agent may
apply any amount received by it for that Obligor in or towards payment (on the
date and in the currency and funds of receipt) of any amount due from that
Obligor under the Finance Documents or in or towards purchase of any amount of
any currency to be so applied.  31.4Clawback (a)Where a sum is to be paid to the Agent under the Finance Documents for
another party, the Agent is not obliged to pay that sum to that other Party (or
to enter into or perform any related exchange contract) until it has been able
to establish to its satisfaction that it has actually received that sum.  (b)If the Agent pays an amount to another Party and it proves to be the case
that the Agent had not actually received that amount, then the Party to whom
that amount (or the proceeds of any related exchange contract) was paid by the
Agent shall on demand refund the same to the Agent together with interest on
that amount from the date of payment to the date of receipt by the Agent,
calculated by the Agent to reflect its cost of funds.  31.5Currency of account (a)Subject to paragraphs (b) and (c) below, the euro is the currency of
account and payment for any sum due from an Obligor under any Finance Document.  (b)Each payment in respect of costs, expenses or Taxes shall be made in
the currency in which the costs, expenses or Taxes are incurred.  (c)Any amount expressed to be payable in a currency other than euro
shall be paid in that other currency.  32.AMENDMENTS
AND WAIVERS  32.1Required consents (a)Subject to Clause 32.2 (Exceptions) any
term of the Finance Documents may be amended or waived only with the consent of
the Majority Lenders and the Obligors and any such amendment or waiver will be
binding on all Parties.  (b)The Agent may effect, on behalf of any Finance Party, any amendment
or waiver permitted by this Clause.  
   (c)The
provisions of this Clause 32 shall not apply with respect to the Ancillary
Facilities, which may be modified in accordance with their terms.  32.2Exceptions (a)An amendment that has the effect of changing or which relates to:  (i)the definitions of Majority Lenders in Clause 1.1 (Definitions);  (ii)an extension to the date of payment of any amount under the Finance
Documents, whether by means of an amendment to Clause 12.5 (Repayment of Term Loans), Clause 12.6 (Repayments and Facility Limits), Clause
12.7 (Repayments) or otherwise
howsoever;  (iii)a reduction in either the Margin or a reduction in the amount of any
payment of principal, interest, fees or commission payable (other than as
result of the application of the provisions of Schedule 3 (Reporting and Financial Undertakings, Margin
Adjustment,  Adjustment to the Facilities));  (iv)an increase in or an extension of any Commitment (except in the
manner specifically contemplated by Schedule 3 (Reporting and Financial Undertakings, Margin Adjustment, Adjustment to
the Facilities));  (v)a change to the Borrowers or Guarantors other than in accordance
with Clause 27 (Changes to the Obligors);  (vi)any release of the 20,000,000 reserve in a manner different to that
contemplated by paragraph (iv) of the definition of Reserves;  (vii)any provision which expressly requires the consent of all the
Lenders;  (viii)Clause 2.5 (Finance Parties
rights and obligations), Clause 26 (Changes to the Lenders) or this Clause 32;
or  (ix)the release of any security created pursuant to any of the Security
Documents (save to the extent permitted pursuant to the other provisions of
this Agreement or the Intercreditor Agreement or to the extent necessary to
enable any Obligor to dispose of any asset in a manner permitted by this
Agreement),  shall not be
made without the prior consent of all the Lenders  (b)An
amendment which has the effect of changing or which relates to:  (i)the definitions of EBITDA, Eligible Receivables, Eligible
Stock, Material Adverse Change, Prime Rate, Pro Rata Share or
Receivables Advance Amount (but only to the extent of an increase in the
amount thereof), Required Lenders, Senior Tranche B Margin, Total
Availability, Total Receivables Availability or Total Stock Availability;  
   (ii)an increase in the Receivables Percentage or the Stock Percentage,
the Revolving Credit Limit, the Receivables Limit or the Stock Limit other than
as permitted by (e) below;  (iii)Clause 12.2 (Order of Application);  (iv)the definitions of Enforcement Point and Enforcement Action
under the Intercreditor Agreement or Clause 10.1 of the Intercreditor
Agreement;  (v)a change to any of the financial undertakings in part (B) of
Schedule 3 (Financial Undertakings)
or any defined term used in association therewith, other than in accordance
with the provisions of Schedule 3;  (vi)any provision which expressly requires the consent of all the
Required Lenders;  (vii)a change to Clause 15 (Fees);  (viii)a change to the nature or structure of the Facilities as
contemplated by Clause 2 (The Facilities);  (ix)any release of the Reserves established pursuant to Clause (v) or
(vi) of the definition of Reserves;  (x)a change to Clause 12.6(a) or (b) (Repayment and Facility Limits),
Clause 12.7(b) (Final Repayment; The Ancillary Facilities), Clause 24.3
(Negative Pledge), 24.4 (Disposals), 24.5 (Mergers and Acquisition), 24.7
(Intra-Group Arrangements), 24.8 (Financial Indebtedness), 24.9 (Making Loans),
Clause 24.10 (WW Subordinated Facilities), Clause 25.1 (Non-payment) and 25.16
(Acceleration),  Clause 25.19 (Majority
Senior Tranche B Lenders Rights) or Clause 26.1 (Changes to the Lenders),  shall not be
made without the prior consent of the Required Lenders.  (c)An amendment or waiver which relates to the rights and obligations
of an Ancillary Lender under Clause 12 (Order
of Application) or which reduces the amount of any Reserve
established with respect to the Ancillary Facilities may only be made with the
consent of such Ancillary Lender.  (d)An amendment or waiver which relates to the rights or obligations of
the Agent may not be effected without the consent of the Agent.  (e)Notwithstanding
the foregoing provisions of this Clause 32.2, the Senior Lenders may agree to
increase the Senior Facilities by an amount of up to 5,000,000 without the
consent of the Senior Tranche B Lender (in addition to the application of the
provisions of Schedule 3).  32.3Non Consenting Lenders Notwithstanding anything to the contrary contained in
Clauses 32.1 (Required Consents)
and 32.2 (Exceptions), in
connection with any amendment, waiver,  
   discharge or termination, in the event that any Lender
(the Non-Consenting Lender) whose consent thereto is required shall fail to
consent or fail to consent in a timely manner, but the consent of any other
Lenders to such amendment, waiver, discharge or termination that is required
are obtained, if any, then the Agent shall have the right, but not the
obligation, at any time thereafter, and upon the exercise by the Agent of such
right, such Non-Consenting Lender shall have the obligation, to sell, assign
and transfer to the Agent or such transferee as the Agent may specify with the
consent of the Company, the Commitment of such Non-Consenting Lender and all
rights and interests of such Non-Consenting Lender pursuant thereto.  The Agent shall provide the Non-Consenting
Lender with prior written notice of its intent to exercise its right under this
clause, which notice shall specify the date on which such purchase and sale
shall occur.  Such purchase and sale
shall be pursuant to the terms of a Transfer Certificate (whether or not
executed by the Non-Consenting Lender), except that on the date of such
purchase and sale, the Agent, or the Transferee specified by the Agent, shall
pay to the Non-Consenting Lender (except as the Agent and such Non-Consenting
Lender may otherwise agree) the amount equal to: (i) the principal balance of
the Loans held by the Non-Consenting Lender outstanding as of the close of
business on the business day immediately preceding the effective date of such
purchase and sale, plus (ii) amounts accrued and unpaid in respect of interest
and fees payable to the Non-Consenting Lender to the effective date of the
purchase (but in no event shall the Non-Consenting Lender be entitled to any
early termination or cancellation fee), minus (iii) the amount of the closing
fee received by the Non-Consenting Lender pursuant to the terms hereof or of
any of the other Financing Agreements multiplied by the fraction, the numerator
of which is the number of months remaining in the then current term of the
Facility and the denominator of which is the number of months in the then
current term thereof.  Such purchase and
sale shall be effective on the date of the payment of such amount to the
Non-Consenting Lender and the Commitment of the Non-Consenting Lender shall
terminate on such date.  33.NOTICES  33.1Communications Any communication, consent or other approval to be
made or given under or in connection with the Finance Documents shall be made
in writing, may be made by fax or letter and shall be deemed to have been
received as follows:  (i)if by way of fax, when received in legible form; or  (ii)if by way of letter, when it has been left at the relevant address
or two Business Days after being deposited in the post postage prepaid in an
envelope addressed to it at that address.  33.2Address Any notice to be given to the Company or any Obligor
shall be given to the Company at the address or fax number of the Company set
out on the execution pages.  Each Obligor
irrevocably appoints the Company as its agent for the purpose of receiving any
such notice.  Any notice to be given to
the Agent or a Finance Party shall be given to it at the address or fax number
set out on the execution pages.  Each
Party may change these details by notice to the others.  
   33.3Company as Agent for Borrowers Each Obligor irrevocably appoints the Company as its
agent for the purposes of:  (a)giving on its behalf any notice (including any Utilisation Request)
required or permitted to be given by such Borrower or Obligor under any of the
Finance Documents;  (b)receiving any notice to be given to such Borrower or Obligor under
any of the Finance Documents, and the Company accepts such appointment; and  (c)agreeing to any amendments or waivers to any provision of the
Finance Documents.  33.4Reliance The Agent and the Lenders may conclusively presume
that any notice given by the Company and purporting to be given on behalf of an
Obligor has been duly authorised by, and is binding upon, that Obligor.  Likewise, where the Agent or a Lender gives a
notice to the Company, it may assume that it has been duly received by the
Obligor concerned.  34.MISCELLANEOUS
PROVISIONS  34.1Certificates and Determinations Any certification or determination by the Agent of a
rate or amount under any Finance Document is, in the absence of manifest error,
conclusive evidence of the matters to which it relates.  34.2Partial Invalidity If, at any time, any provision of the Finance
Documents is or becomes illegal, invalid or unenforceable in any respect under
any law of any jurisdiction, neither the legality, validity or enforceability
of the remaining provisions nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be
affected or impaired.  34.3Designation For the purposes of the High Yield Bond Indenture:  (a)this
Agreement and the Indebtedness (as defined in the High Yield Bond Indenture)
hereunder is designated as Designated Senior Debt; and  (b)the Agent is
designated as Designated Senior Agent as both such terms are defined in the
High Yield Bond Indenture.  35.REMEDIES
AND WAIVERS  No failure to exercise, nor any delay in exercising,
on the part of any Finance Party, any right or remedy under the Finance
Documents shall operate as a waiver, nor shall any single or partial exercise
of any right or remedy prevent any further or other exercise or the exercise of
any other right or remedy.  The rights
and remedies provided in this Agreement are cumulative and not exclusive of any
rights or remedies provided by law.  
   36.COUNTERPARTS  Each Finance Document may be executed in any number of
counterparts, and this has the same effect as if the signatures on the
counterparts were on a single copy of the Finance Document.  37.GOVERNING LAW  This Agreement is governed by English law.  38.ENFORCEMENT  38.1Jurisdiction of English courts (a)The courts of England have exclusive jurisdiction to settle any
dispute arising out of or in connection with this Agreement (including a
dispute regarding the existence, validity or termination of this Agreement) (a
Dispute).  (b)The Parties agree that the courts of England are the most
appropriate and convenient courts to settle Disputes and accordingly no Party
will argue to the contrary.  (c)This Clause 38.1 is for the benefit of the Finance Parties
only.  As a result, the Finance Parties
shall not be prevented from taking proceedings relating to a Dispute in any
other courts with jurisdiction.  To the
extent allowed by law, the Finance Parties may take concurrent proceedings in
any number of jurisdictions.  38.2Service of process Without prejudice to any other mode of service allowed
under any relevant law, each Obligor (other than an Obligor incorporated in
England and Wales):  (a)irrevocably appoints Waterford Wedgwood U.K. plc as its agent for
service of process in relation to any proceedings before the English courts in
connection with any Finance Document; and  (b)agrees that failure by a process agent to notify the relevant
Obligor of the process will not invalidate the proceedings concerned.  THIS AGREEMENT HAS BEEN ENTERED INTO ON
THE DATE STATED AT THE BEGINNING OF THIS AGREEMENT.  
   SCHEDULE 1  THE ORIGINAL OBLIGORS  PART I  THE ORIGINAL BORROWERS  Name of Original
  Borrower
  
  Registration number (or equivalent, if any)England & WalesJosiah Wedgwood & Sons Limited
  
  613288 (England & Wales)Josiah Wedgwood & Sons (Exports) Limited
  
  240666 (England & Wales)Waterford Wedgwood Retail Limited
  
  624489 (England & Wales)Wedgwood
  Limited
  
  44052 (England
  & Wales)Waterford Wedgwood U.K. plc
  
  2058427 (England & Wales)Stuart & Sons Limited
  
  117548 (England & Wales)Statum Limited
  
  343652 (England &Wales)USAWaterford Wedgwood USA, Inc.
  
  131943058 (New York)Waterford Wedgwood, Inc.
  
  51-0376781 (Delaware)WW Inc
  
  51-0329548 (Delaware)IrelandWaterford Wedgwood plc
  
  11861 (Ireland)Waterford Crystal (Manufacturing) Limited
  
  104597 (Ireland)Waterford Crystal Limited
  
  78088 (Ireland)Cashs Mail Order Limited
  
  314484 (Ireland)GermanyRosenthal AG
  
  HR B 33 (Amtsgericht at Hof) (Germany)Waterford Wedgwood GmbH
  
  HR B 2900 (Amtsgericht at Hof) (Germany)  
   Part II  The Original Guarantors  Name of Original
  Guarantor
  
  Registration number (or equivalent, if any)England & WalesJosiah Wedgwood & Sons Limited
  
  613288 (England & Wales)Josiah Wedgwood & Sons (Exports) Limited
  
  240666 (England & Wales)Waterford Wedgwood Retail Limited
  
  624489 (England & Wales)Wedgwood Limited
  
  44052 (England & Wales)Waterford Wedgwood U.K. plc
  
  2058427 (England & Wales)Waterford
  Wedgwood Australia Limited
  
  47676 ( England & Wales)Stuart
  & Sons Limited
  
  117548 (England & Wales)Statum
  Limited
  
  343652 (England
  &Wales)USAWaterford Wedgwood USA, Inc.
  
  131943058 (New York)Waterford Wedgwood Holdings Inc.
  
  22-0302 9516 (USA)Waterford Wedgwood, Inc.
  
  51-0329548 (Delaware)WW Inc.
  
  51-0329548 (Delaware)Waterford Wedgwood Finance, Inc.
  
  51-0384843 (Delaware)Waterford Wedgwood Linens Inc.
  
  06-1622817 (Delaware)IrelandWaterford Wedgwood plc
  
  11861 (Ireland)Waterford Crystal (Manufacturing) Limited
  
  104597 (Ireland)Waterford Crystal Limited
  
  78088 (Ireland)Cashs Mail Order Limited
  
  314484 (Ireland)GermanyWaterford Wedgwood GmbH
  
  HR B 2900 (Amtsgericht at Hof)  Germany  
   AustraliaJosiah Wedgwood & Sons (Aust) Pty Ltd
  
  ACN 000077190 (Australia)JapanWaterford Wedgwood Japan Limited
  
  (Japan)CanadaWaterford Wedgwood Canada Inc.
  
  2282950 (Ontario, Canada)


SCHEDULE 2  CONDITIONS PRECEDENT  Part I - General  (A)Corporate Documents  1.A
certified copy of the constitutional documents of each Original Obligor.  2.A
certified copy of a resolution of the board of directors (or equivalent) of
each Original Obligor approving the execution of the Finance Documents to which
it is a Party and the taking of any action required or permitted pursuant
thereto.  3.A
specimen of the signature of each person authorised to give notices on behalf
of each Obligor.  4.A
certificate of each Obligor (signed by a director) confirming that the
execution and performance of this Agreement does not cause any borrowing,
guaranteeing or similar limit binding on any Original Obligor to be exceeded.  5.Satisfactory
company and/or other searches.  6.Such legal opinions as the Agent may require to confirm the validity
and enforceability of the Finance Documents, including, without limitation:  (a)opinions from its advisers in England, the USA, Germany, Ireland,
Japan, Australia, Switzerland and Italy; and  (b)an opinion
from Clifford Chance LLP addressed to the Company but allowing for distribution
to the Lenders on a confidential basis, confirming that, as at the date of such
opinion, the execution, delivery and performance of the Finance Documents does
not conflict with, or contravene the borrowing limits contained in any relevant
provision of, the High Yield Bonds or the High Yield Bond Indenture.  (B)Security And Other Documents  7.The
Fee Letter, and the Senior Tranche B Letter, duly executed on behalf of the
Company.  8.The
Finance Documents, duly executed by the parties thereto together with such
further documents as the Agent may require in connection with the completion,
registration, perfection or enforceability thereof or of any security intended
to be created thereby (or, to the extent to which they are not then available,
the Agent being reasonably satisfied that they will be delivered to it in
compliance with Clause 24.22 (Conditions
Precedent).  9.Certified
copies of (i) all notices of assignment and other notices required to be given
pursuant to the Debenture and (ii) all acknowledgements required to be given
with respect thereto, duly executed by the recipient or, to the extent that
they are not then available, the Agent being reasonably satisfied that they
will be delivered to it in  
   compliance
with Clause 24.22 (Conditions Precedent).  10.The
Intercreditor Agreement, duly executed by the parties thereto.  11.Evidence
as to the insurances maintained by each Obligor and their conformity to the
terms of the Finance Documents (including confirmation that the Agent is noted
as sole loss payee).  12.All
title documents to the Mortgaged Property (or acceptable solicitors
undertakings in lieu thereof), together with reports on title acceptable to the
Agent.  13.A report
on the trade marks/brand names Wedgwood and Waterford and other
intellectual property of the Company and its Subsidiaries.  14.An
Environmental Report with respect to the freehold property of the Company and
its Subsidiaries.  15.A
Property Valuation.  16.An
Equipment Valuation.  17.Such
certificates of registration, application forms and other documents (together
with appropriate fees) as may be necessary to complete and register the
security created pursuant to the Finance Documents or, to the extent that they
are not then available, the Agent being reasonably satisfied that they will be
delivered to it in compliance with Clause 24.22 (Conditions Precedent).  18.Such
consents, waivers or other acknowledgments as the Agent may reasonably require
from any person (including landlords, financial institutions, warehouse owners
and others dealing with any Obligor) who may from time to time have or claim
any Security Interest over any asset of any Obligor, in accordance with the
document list circulated prior to the date of this Agreement.  19.Without
prejudice to the generality of paragraph 18 above, an access agreement from the
owner of a leased warehouse at Aighig, Germany.  20.Share
certificates (together with executed, blank transfer forms) in respect of all
shares and other securities charged to the Security Trustee pursuant to the
Debenture.  21.Evidence
that the Blocked Accounts have been opened, together with copies of the
completed mandates.  22.Details
of the amounts standing to the credit of each account which is to be a Charged
Account on the day before the date of this Agreement.  23.Evidence
that the Existing Group Indebtedness will be repaid in full out of the proceeds
of the initial Utilisation and that all security subsisting with respect
thereto will be discharged.  24.A
subordination agreement with respect to the Rosenthal Subordinated Facility and
the WW Subordinated Facility.  
   25.Evidence
that the assets and undertakings of each Obligor are free of any Security
Interest other than (i) such Security Interests as are permitted to subsist
pursuant to this Agreement and (ii) such Security Interests as will be fully
discharged following repayment of the Existing Group Indebtedness.  26.The
Intra-Group Security Documents,duly
executed by the parties thereto together with such further documents as the
Agent may require in connection with the completion, registration, perfection
or enforceability thereof or of any security intended to be created thereby
(or, to the extent to which they are not then available, the Agent being
reasonably satisfied that they will be delivered to it in compliance with
Clause 24.22 (Conditions Precedent).  27.An
opinion of Price Waterhouse Coopers confirming that no capital gains tax
liability arises with respect to the disposal of All-Clad.  28.A
telephone, facsimile and e-mail indemnity executed by each Borrower.  29.A duly
completed Receivables Notice from each Borrower.  (C)Availability Limit Information  30.Such
information as the Agent may require in order to determine, as at the date of
this Agreement, (i) the amount of the Eligible Receivables, (ii) the Net Stock
Value, (iii) the Availability Limits pursuant to Clause 6 (Restrictions applicable to individual Facilities)
and (iv) the Reserves.  31.Such
information as the Agent may require in order to identify or determine (i)
those suppliers of Stock to the Obligors which supply on title retention terms,
(ii) those customers of the Obligors which acquire Stock on sale or return
terms, (iii) which Stock is supplied by any Obligor otherwise than as principal
(whether as a consignee or otherwise) and (iv) the nature of the payment terms
which apply as between the Obligors and their customers.  32.Evidence
that the total amount available for Utilisation in respect of the Senior
Facilities will be not less than 30,000,000 after (i) the payment of fees and
expenses incurred in connection with the Facilities, (ii) deductions for past
due creditors and other obligations and (iii) the application of the proceeds
of the Senior Tranche B Loan and the initial Utilisation in respect of the
Senior Facilities.  
   Part II - Security  (A)GENERAL FIXED AND FLOATING CHARGES  General fixed
and floating charges (including charges over machinery, equipment, stock,
receivables, bank accounts and shares in Subsidiaries to be provided by the
following Obligors:  1.England
& Wales  (a)Josiah Wedgwood & Sons
Limited  (b)Josiah Wedgwood & Sons
(Exports) Limited  (c)Waterford Wedgwood Retail
Limited  (d)Wedgwood Limited  (e)Waterford Wedgwood UK PLC  (f)Waterford Wedgwood Australia
Limited  (g)Stuart & Sons Limited  (h)Statum Limited  The
security shall include specific, first legal mortgages over (i) premises at Barlaston,
Stoke-on-Trent ST12 9ES and (ii) Tuscan Works, Forrester Street, Longton,
Stoke-on-Trent ST3 5XF.  The
security shall also include a fixed and perfected charge over the following
trade marks namely (i) Wedgwood, (ii) Coalport, (iii) Masons, (iv) Johnson Bros
and (v) Franciscan.  2.Ireland  (a)Waterford Wedgwood plc  (b)Waterford Crystal
(Manufacturing) Limited  (c)Waterford Crystal Limited  (d)Cashs Mail Order Limited  The
security shall include specific, first legal mortgages over (i) premises at
Cork Road, Kilbarry Co. Waterford, (ii) premises at Shandon Road, Dungarvan,
Co. Waterford, and (iii) premises constituting sports facilities at Cork Road,
Waterford.  The
security shall also include a fixed and perfected charge over the following trade
marks namely (i) Waterford, (ii) Marquis and (iii) Stuart.  The
security shall include a Swiss Law pledge over the Companys shareholding in
All-Clad GmbH  
    (B)CHARGES OVER STOCK, RECEIVABLES AND OTHER ASSETS  Security over
their machinery, equipment, stock, receivables, bank accounts and shares in
subsidiaries to be provided by the following Obligors:  1.Germany  (a)Rosenthal AG  (b)Waterford Wedgwood GmbH  The security
shall include specific, first ranking charges over (i) the premises and factory
site at Philip  Rosenthal Platz 1, 95100 Selb, (ii) the factory at Geheimrat 
Rosenthal  Strasse 71, 95100 Selb and (iii) the warehouse/factory premises at
Zentrallager Speichersdorf, Dresdner Strasse 11, 95469 Speichersdorf.  The security
shall also include a fixed and perfected charge over the following trade marks,
namely (i) Rosenthal Studio Line, (ii) Rosenthal, (iii) Thomas Rosenthal Group
and (iv) Hutschenreuther.  2.Canada  Waterford
Wedgwood Canada Inc.  3.USA  (a)Waterford
Wedgwood USA Inc  (b)Waterford
Wedgwood Holdings Inc  (c)Waterford
Wedgwood Inc  (d)WW Inc  (e)Waterford
Wedgwood Finance Inc  (f)Waterford
Wedgwood Linens Inc  The security shall include (i) appropriate
lock-box arrangements and (ii) appropriate access arrangements for
warehouse/factory premises.  4.Japan  Waterford Wedgwood Japan Limited  (C)CHARGES OVER SHARES  A
charge by Josiah Wedgwood (Aust) Pty Ltd over its shareholding in Waterford
Wedgwood Australia Limited.  
   SCHEDULE 3  REPORTING AND FINANCIAL UNDERTAKINGS; MARGIN
ADJUSTMENT; ADJUSTMENTS TO THE FACILITIES  (A)REPORTING UNDERTAKINGS  1.Immediate Reporting Requirements  Each Borrower
will furnish to the Agent full details of each of the following matters as soon
as such Borrower becomes aware thereof:  (a)(i) any material delay in such Obligors performance of its
obligations to an account debtor, (ii) any assertion by any account debtor of
any right of set-off, defence, counterclaim or similar right with respect to
any Receivable, (iii) any information coming to its attention which may be
materially adverse to the financial condition of any account debtor and (iv)
any information coming to its attention which might lead the Agent to consider
any Receivables as no longer constituting Eligible Receivables;  (b)any return of Stock by an account debtor where that Stock has a
value in excess of 50,000;  (c)any supplier who imposes retention of title clauses, other than any
mentioned in a list provided for the purposes of Clause 22.13 (Retention of Title);  (d)details of any litigation, arbitration or administrative proceedings
which are current, threatened or pending against any Obligor, and which might,
if adversely determined, have a Material Adverse Effect; and  (e)Any ERISA Event.  2.Daily Reporting Requirements  Each Borrower
will furnish to the Agent on a daily basis:  (a)a
duly completed Receivables Notice in accordance with Clause 8.1 (Delivery of Receivables Notice); and  (b)schedules
of Receivables, collections and credits and Receivables which are (or are
alleged by the account debtor to be) subject to any restriction on assignment
or charge.  3.Weekly Reporting Requirements  Each Borrower
will furnish to the Agent (in a format acceptable to the Agent), a weekly Stock
report.  4.Monthly Reporting Requirements  Each Borrower
will furnish to the Agent (in a format acceptable to the Agent):  (a)on a monthly
basis, a monthly stock report in the form from time to time required  
   by the
Agent;  (b)within 15
days of the end of each month or at such other times and with respect to such
other periods as the Agent may require, full details (in such form as the Agent
may from time to time require) of (i) all ageings of payables and Receivables
with dated invoices, (ii) all Stock by category, location and supplier and
(iii) if so requested by the Agent, a sales ledger control account and
reconciliation of its Blocked Accounts;  (c)(in the case
of the Company only) as soon as the same become available, but in any event
within 30 days after the end of each monthly management accounting period (and
in each case in a format acceptable to the Agent) full individual and
consolidated accounts for that period, including Stock figures and valuations
for that month, a breakdown of the value and identity of preferential creditors
for that month and details of all input and output VAT.  (d)(in the case
of the Company only) together with the accounts referred to in (c) above, a
certificate from a Director of the Company confirming that (i) the Company was
in compliance with the financial undertakings in paragraph (B) of this Schedule
as at the date to which such accounts were made up and (ii) Utilisations under
this Agreement have not breached or violated, or otherwise contravened, any
provision of the High Yield Bonds or the High Yield Bond Indenture.  (e)For the
purposes of this paragraph 3 and for the purpose of ascertaining any Review
Period, month refers to an accounting month of the Company.  5.Six Monthly Reporting Requirements  The Company
shall supply to the Agent, on each of the dates falling at six  monthly
intervals after the date of this Agreement an inventory appraisal in form and
substance satisfactory to the Agent acting reasonably.  6.Annual Reporting Requirements  The Company shall supply to the Agent:  (a)as
soon as the same become available, but in any event within 120 days after the
end of each of its financial years:  (i)its audited financial statements (consolidated where appropriate)
for that financial year; and  (ii)the audited financial statements of each Obligor for that financial
year (to the extent to which they are prepared under local law and, if not, the
management accounts for the corresponding period);  (b)together with the accounts referred to in (a) above, a certificate
from the auditors to the Company confirming that the calculations relating to
the financial undertakings referred to in paragraph (B) below were accurately
extracted from the relevant financial statements.  
   (c)on each of the dates falling at 12 monthly intervals after the date
of this Agreement  (i)a Property Valuation;  (ii)an Equipment Valuation;
and  (iii)an Equipment Report.  7.On Request Reporting Requirements  Each Obligor
will furnish to the Agent (in a format acceptable to the Agent) upon the
Agents request to that effect:  (a)an appraisal
of its Stock addressed to the Agent and in a form and prepared by an appraiser
acceptable to the Agent;  (b)such further
information regarding the financial condition, business, assets and operations
of any Obligor as the Agent may reasonably request.  8.Reporting Requirements on Issue  Each Obligor
will furnish to the Agent all documents dispatched by the Company to its
shareholders (or any class of them) or its creditors generally at the same time
as they are dispatched.  9.Provisions with respect to Stock,
Receivables and Assets  (a)If, at any
time, any Stock is returned to an Obligor by an account debtor or is reclaimed
or repossessed, then:  (i)the
related Receivable will cease to be an Eligible Receivable; and  (ii)if
so reasonably requested by the Agent, the relevant Obligor shall (i) hold the
returned Stock on trust for the Lender, (ii) segregate the returned Stock from
its other property, (iii) dispose of the returned Stock only in accordance with
the Agents instructions and (iv) not issue any credits, discounts or
allowances with respect to the returned Stock without the Agents prior written
consent;  (b)Each Obligor
undertakes to maintain complete, accurate and up to date debtor records
(including transport documents evidencing that goods have been despatched and
payment is due), and to allow to the Agent access to those records on request.  (c)Each
Obligor acknowledges that the Agent may take such steps as it may deem
appropriate to verify any asset of such Obligor (whether by direct enquiry with
account debtors or otherwise howsoever).  (d)Each Obligor will (on one Business Days notice or, if an Event of
Default is continuing immediately upon request) afford to the Agent or its
nominee complete access to such Obligors premises during normal business hours
for the purpose  
   of
inspecting, verifying and auditing the books, records and assets of such
Obligor.  Each Obligor will, on request,
provide to the Agent or its nominee copies or extracts from such books or
records as it may require.  10.Provisions with respect to Stock  With
respect to its Stock, each Obligor will:  (a)at all
times maintain perpetual stock records acceptable to the Agent, which shall
accurately itemise and describe (i) the kind, type, quality and quantity of
such Stock, (ii) the cost of such Stock and (iii) the daily additions
to/withdrawals from such Stock;  (b)conduct a
physical count of such Stock at least once a year and (if an Event of Default
is continuing) at such other times as the Agent may require, and deliver to the
Agent a report acceptable to it with respect to such count;  (c)(except
for sales of Stock in the ordinary course of business and movements of Stock
previously approved by the Agent in writing) not remove any Stock from property
controlled by it or from a public warehouse;  (d)produce,
use, store and maintain its Stock with reasonable care and in accordance with
all insurance and regulatory requirements;  (e)not,
without the Agents prior written consent, sell any Stock exceeding 10,000 on
sale or return or similar terms;  (f)keep the
Stock in good and marketable condition and not (without the prior written
consent of the Agent) accept any consignment stock.  11.Provisions with respect to Financial
Statements and Audit  (a)Each set of financial
statements delivered by the Company pursuant the provisions of this schedule
shall be certified by a director of the relevant company as fairly representing
its financial condition as at the date as at which those financial statements
were drawn up.  The Company shall procure
that all audited financial statements so delivered are (i) prepared by Price
Waterhouse Coopers, KPMG, Deloittes or Ernst & Young or other auditors
previously approved by the Agent and (ii) prepared in accordance with GAAP and
using accounting principles and policies which are consistently applied.  (b)Each Obligor will permit the Agent or its appointed representatives
or agents at the relevant Obligors expense to conduct an audit of its
financial records, systems and forecasts on a quarterly basis or, following a
Default at more frequent intervals as the Agent may stipulate and will afford
all co-operation to the Agent and its representatives or agents to enable such
audit to take place.  
   12.Reporting to Senior Tranche B Lender  If so required
by the Senior Tranche B Lender, the Company shall provide to the Senior Tranche
B Lender copies of reports referred to in paragraphs 4, 5 and 6 of this
paragraph (A) at the same time as they are provided to the Agent.  13.Definitions  Eligible Receivablesmeans, at any
time, any Receivables at such time which are evidenced by an invoice rendered
by a Borrower to account debtors save for any Receivable which (in the
reasonable opinion of the Agent):  (a)does not
arise from the actual and bona fide sale and delivery of goods or rendering of
services in the ordinary course of the business of the relevant Borrower;  (b)remains fully or partly unpaid after its Maturity Date or such
longer period as may be agreed by the Agent;  (c)is owing by
a single account debtor if Receivables representing 50% or more of the
aggregate balance owing by such account debtor to the Borrowers are not
Eligible Receivables by reason of the operation of paragraph (b) above;  (d)is owed by a director, officer,
employee or Affiliate of any Obligor;  (e)is the subject of an (alleged) counterclaim or set off to the extent
of such (alleged) counterclaim or set off;  (f)arises from or relates to a
contract in respect of which (i) performance has not been completed by the
relevant Borrower, (ii) no invoice has been rendered or (iii) the relevant
Borrower is not entitled to effect an assignment;  (g)involves an account debtor which is the subject of any winding up,
administration, examination or similar procedure indicative of insolvency;  (h)involves an account debtor whose obligation to pay the Receivable is
in any respect conditional or subject to any right of return, rejection or
similar right;  (i)is owed by an account debtor incorporated or resident in any country
other than (a) a country which was a Member State of the European Union on 30
April 2004 and (b) the United States of America and is not insured under
arrangements which are acceptable to the Agent in its discretion;  (j)is owed by an account debtor whose total indebtedness to the Obligors
exceeds any credit limit set by the Agent from time to time;  (k)is affected by proceedings or actions which are threatened or
pending against the relevant account debtors and which may result in any
material adverse change in any such account debtors financial condition;  (l)represents amounts owing by a concessionaire where the relevant
receipts are credited to a bank account of the host store;  
   (m)is subject to facts, events or occurrences which would impair the
validity, enforceability, collectability or full recoverability of that
Receivable (whether on account of the jurisdiction in which it is situate, the
legal system applicable to it or any other matter);  Eligible Stockmeans all
Stock save for any Stock which, at any time and in the reasonable opinion of
the Agent:  (a)is obsolete, slow-moving, not in
good condition or not currently usable or saleable;  (b)is held at third party premises
without acceptable access arrangements for the Agent;  (c)constitutes materials over which the
Agent does not have a valid first ranking fixed or floating charge under the
Security Documents;  (d)constitutes consumables used in a
Borrowers business or constitutes packaging or shipping materials;  (e)constitutes returned, damaged or
defective materials;  (f)is held by a Borrower as
consignee for a third party;  (g)is not the property of the
relevant Borrower by virtue of retention of title or Romalpa provisions in
favour of any person;  (h)is spare parts or scrap;  (i)is in transit outside property
which is owned and controlled by any Obligor except in cases where they are (i)
in transit between such properties and the aggregate value of such Stock does
not at any time exceed the sum of 75,000 or (ii) in transit to an Obligor and
the Agent has direct access to all originals of the bills of lading or other
documents of title with respect to such Stock and has received all such other
documents as the Agent requires to perfect its security and to obtain
possession from any third party (provided that the value of Stock which may be
regarded as Eligible Stock under this sub-paragraph (ii) shall not exceed
10,000,000);  (j)constitutes retail inventory
held in the possession or control of a retailer or otherwise outside the
control of the relevant Borrower;  (k)constitutes retail inventory
where the Net Stock Value exceeds the arms length wholesale price (but only to
the extent of the excess);  (l)is unsuitable for forming the
basis of a lending decision as a result of any legal, regulatory or similar consideration.  (B)FINANCIAL
UNDERTAKINGS  1.The Company shall procure that in respect of each Review Period:  
   (a)Net Worth shall at no time
be less than the corresponding amount set out in the column B of the table
below; and  (b)Trading Cashflow shall not
be less than the corresponding amount in column C of the table below:  (A)
  REVIEW PERIOD 
  (ending on or about)
  
  (B)
  NET WORTH
  
  (C)
  TRADING CASHFLOW(million)
  
  ( million)Fiscal 2005October 04
  
  119.0
  
  (111.0
  )November 04
  
  119.0
  
  (111.0
  )December 04
  
  119.0
  
  (111.0
  )January 05
  
  103.0
  
  (117.0
  )February 05
  
  103.0
  
  (117.0
  )March 05
  
  103.0
  
  (117.0
  )Fiscal 2006April 05
  
  93.0
  
  (115.0
  )May 05
  
  93.0
  
  (115.0
  )June 05
  
  93.0
  
  (115.0
  )July 05
  
  85.0
  
  (86.0
  )August 05
  
  85.0
  
  (86.0
  )September 05
  
  85.0
  
  (86.0
  )October 05
  
  92.0
  
  (47.0
  )November 05
  
  92.0
  
  (47.0
  )December 05
  
  92.0
  
  (47.0
  )January 06
  
  95.0
  
  (35.0
  )February 06
  
  95.0
  
  (35.0
  )March 06
  
  95.0
  
  (35.0
  )Fiscal 2007April 06
  
  90.0
  
  (8.0
  )  
   May 06
  
  90.0
  
  (8.0
  )June 06
  
  90.0
  
  (8.0
  )July 06
  
  82.0
  
  (6.0
  )August 06
  
  82.0
  
  (6.0
  )September 06
  
  82.0
  
  (6.0
  )October 06
  
  91.0
  
  (3.0
  )November 06
  
  91.0
  
  (3.0
  )December 06
  
  91.0
  
  (3.0
  )January 07
  
  97.0
  
  0.0February 07
  
  97.0
  
  0.0March 07
  
  97.0
  
  0.0Fiscal 2008April 07
  
  90.0
  
  0.0May 07
  
  90.0
  
  0.0June 07
  
  90.0
  
  0.0July 07
  
  82.0
  
  0.0August 07
  
  82.0
  
  0.0September 07
  
  82.0
  
  0.0  2.If the Company acquires a
New Subsidiary, then the Agent may agree revised financial undertakings with
the Company to reflect the changed situation subject to the approval of the
Majority Lenders.  (C)MARGIN
ADJUSTMENT  1.If
at any time:  (a)the Company delivers audited consolidated financial statements to
the Agent in accordance with the provisions of paragraph (A) 6 of this
Schedule; and  (b)the conditions noted in the ensuing paragraphs of this paragraph (C)
have been satisfied,  then the
Senior Margin shall be adjusted in accordance with the provisions set out
below.  2.Subject
to paragraph 3 below, if the audited consolidated financial statements so  
   delivered
to the Agent disclose that, in respect of the relevant financial period and
after excluding any exceptional gains, consolidated profit before tax:  (a)was greater than zero, then the Senior Margin shall be reduced to
2.25 per cent. per annum;  (b)was greater than 5,000,000, then the Senior Margin shall be reduced
to 2 per cent. per annum; and  (c)was greater than
10,000,000, then the Senior Margin shall be reduced to 1.75 per cent. per
annum.  3.No
reduction in the Senior Margin pursuant to paragraph 2 above shall take effect
unless the following conditions are also satisfied at the time of delivery of
the relevant financial statements to the Agent:  (a)no
Default has occurred and is continuing;  (b)Trading
Cashflow in respect of the immediately preceding 12 month period has been
greater than zero; and  (c)the
Total Availability exceeds the aggregate amount of the outstanding Utilisations
in respect of the Receivables Finance Facility, the Revolving Credit Facility
and the Extended Term Loan by at least 10,000,000.  4.The
foregoing provisions of this paragraph (C) shall be applied on each occasion on
which audited consolidated financial statements are delivered to the Agent in
accordance with paragraph (A)6 of this Schedule and:  (a)if either (i) such financial
statements disclose that, in respect of the relevant financial period and after
excluding any exceptional gains, there was no consolidated profit before tax or
(ii) the conditions set out in paragraph 3 above have not been met in respect
of that 12 month period, then the Senior Margin shall remain at or be restored
to 2.5 per cent. per annum; and  (b)otherwise, the Senior Margin
shall be increased or reduced to the appropriate level in accordance with the
provisions of paragraphs 2(a),(b) and (c) above.  5.Any adjustment in the
Senior Margin in accordance with the foregoing provisions shall have effect
with respect to any interest which accrues after the date of delivery of the
relevant financial statements to the Agent.  6.If the Company fails to
deliver any audited financial statements when due in accordance with paragraph
(A)6  of this Schedule, the Margin shall
thereupon be restored to 2.5 per cent. per annum.  (D)ADJUSTMENTS TO FACILITIES  1.Notwithstanding any other provision of this Agreement, the Senior
Facility Limit as at the date of this Agreement shall be 140,000,000.  2.This paragraph (D) of this Schedule 3 sets out the terms upon and
subject to which  
   the Senior Facility Limit may be increased up to a maximum of 210,000,000.  3.The Senior Facility Limit shall be increased to the amount of the
Total Senior Commitments which result from the syndication process to be
undertaken by the Agent after the date of this Agreement.  The Obligors acknowledge that the Senior Commitments
derived from the syndication process shall first be applied in reducing the
Senior Commitment of Burdale Financial Limited to 40,000,000 before any such
amounts are applied in increasing the Senior Facility Limit.  4.If the conditions mentioned in paragraph 3 above are satisfied then:  (a)the Senior Facility Limit shall
be increased to the amount ascertained in accordance with the provisions of
those paragraphs; and  (b)the Agent, the Senior Lenders and
the Company shall execute, or procure the execution of, such documentation as
the Agent may reasonably request in order to give effect to the arrangements
described in paragraph (a) above.  
   SCHEDULE 4  Provisions Applicable to US Lenders
and the Administration of the Senior Facilities  1.OPTION
TO BECOME A PARTICIPATING LENDER  A US
Lender may by notice to the Agent (on or before the date such US Lender becomes
a Lender hereunder or such later date as the Agent may agree), at its option,
elect to be a Participating Lender. 
Promptly upon the receipt of such notice, the Agent shall notify each
Funding Lender of such election by a US Lender. 
To the extent that any US Lender has exercised such option and provided
such notice to the Agent, such Participating Lender shall be deemed to have,
and hereby agrees to, irrevocably purchase from the Funding Lenders, and the
Funding Lenders shall be deemed to have sold, and hereby agree to sell, to such
Participating Lender an unfunded risk participation in the Utilisations of
Non-US Borrowers from time to time outstanding on the terms and conditions of
this Agreement, with the participation interest of such Participating Lender to
be in an amount equal to its Pro Rata Share.  2.OBLIGATIONS OF THE FUNDING LENDERS  So long
as any US Lender has elected to be a Participating Lender, unless and until a
Participation Settlement Date (as defined below), the Funding Lenders shall
fund, in accordance with the terms hereof, the Utilisations of the Non-US
Borrowers that would otherwise be required to be funded by such Participating
Lender in the amount of the Pro Rata Share of such Participating Lender.  The Participating Lender shall at all times
fund its Pro Rata Share of the Utilisations of the US Borrowers in accordance
with the terms of this Agreement.  Each
Funding Lender shall fund the Pro Rata Share of Participating Lenders in the
Utilisations of Non-US Borrowers in such proportions as the Funding Lenders may
agree, subject to the approval of the Agent in each instance as to any such
agreement.  3.FUNDING FOLLOWING AN EVENT OF DEFAULT  (a)If at any
time an Event of Default has occurred and is continuing, the Agent or any
Funding Lender shall have the right, upon written notice (a Participation  Funding Notice) to the Agent and to each Lender to require
all of the Lenders to thereafter fund their respective shares of the
Utilisations of all Borrowers, including in the case of the Participating
Lenders, the Non-US Borrowers and for the Participating Lenders to make
payments to the Funding Lenders in respect of the participation of such
Participating Lenders in the amounts funded by the Funding Lenders.  (b)Within
three (3) Business Days after the receipt by the Agent of the Participation
Funding Notice, the Agent shall deliver to each Lender, a summary statement of
the amount of outstanding Utilisations as of the close of business on the
Business Day immediately preceding the date of such summary statement (such
date being the Participation Settlement
Date).  Such summary
statement shall state the amount of each category of Utilisation and the
currency in which each Utilisation  
   is denominated and the amount each Participating
Lender is required to fund (as to each Participating Lender, the Participation Amount), in each case so
that after giving effect thereto the aggregate amount of all funds provided to
the Agent by such Participating Lender equals its Pro Rata Share of the
Utilisations of each Borrower (whether a US Borrower or a Non-US Borrower) as
of the Participation Settlement Date.  If
the summary statement is sent by the Agent and received by a Participating
Lender prior to 12:00 p.m. New York City time then such Participating Lender
shall pay to the Agent for the account of the Funding Lenders in immediately
available funds, the applicable Participation Amount in the currency or
currencies specified in the summary statement by no later than 3:00 p.m New
York City time on the same Business Day and if received by a Participating
Lender after 12:00 p.m. New York City time then such Lender shall make such
payment to Agent by not later than 3:00 p.m. New York City time on the next
Business Day following the date of receipt. Upon receipt of such funds from a
Participating Lender, the Agent shall promptly pay to each Funding Lender its
share of the Participation Amount.  On
and after the Participation Settlement Date, the Funding Lender shall cease to
make any funds available in respect of the US Lenders shares of any
Utilisations, except as the Parties may otherwise agree.  4.OBLIGATIONS UNCONDITIONAL  The
obligations of each Participating Lender under the terms of this Schedule 4 are
irrevocable and shall not be subject to any qualification or exception
whatsoever and shall be performed in accordance with this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:  (a)any lack of
validity or enforceability hereof or of any of the other Finance Documents;  (b)the
existence of any claim, set-off, defence or other right which any Borrower may
have at any time against the Agent, any Lender, or any other person, whether in
connection with the Finance Documents or any unrelated transactions;  (c)any adverse
change in the condition (financial or otherwise) of any Obligor;  (d)any breach
of this Agreement by any Borrower, Guarantor, the Agent, or any Lender;  (e)the
surrender or impairment of any security for the performance or observance of
any of the terms of any of the Finance Documents;  (f)the
occurrence of any Event of Default or Default; or  (g)any other
circumstance, happening, or event whatsoever, whether or not similar to any of
the foregoing.  
   5.DEFAULT BY PARTICIPATING LENDER  If and
to the extent to which any Participating Lender shall not have made available
to the Agent on the Participation Settlement Date any amount payable by such
Lender pursuant to this the terms of this Schedule 4, such Lender agrees to pay
to the Agent (for the account of the Funding Lenders) forthwith on demand such
amount in the applicable currency together with interest thereon, for each day
from the Participation Settlement Date until the date such amount is paid to
the Agent, at the rate conclusively certified by the Agent to represent its
cost of funding the unpaid sum.  If such
amounts are not paid within three days of the Agents demand, then they shall
bear at the highest rate of interest provided for in Clause 14.4 (Default Interest).  The failure of any such Participating Lender
to make available to the Agent for the account of the Funding Lenders its
Participation Amount shall neither relieve any other Lender of its obligation
to make available to the Agent for the account of the Funding Lenders such
other Participating Lenders Participation Amount on the date such payment is
to be made nor increase the obligation of any other Participating Lender to pay
its Participation Amount to the Agent. A Participating Lender that fails to pay
to the Agent its Participation Amount shall be deemed a Defaulting Lender and
subject to all of the terms with respect thereto set out in the ensuing
provisions of this Schedule 4.  6.FUNDING BY PARTICIPATING LENDERS  On and
after the Participation Settlement Date, each Senior Lender, including
Participating Lenders, shall provide such funds pursuant to a Utilisation
Request on the Utilisation Date as provided herein or to the Agent pursuant to
the settlements provided for below, as the case may be, in each case in the
currency or currencies specified therein and for the account of the Borrower
specified therein.  7.ADMINISTRATIVE MATTERS  In
order to administer the Facilities in an efficient manner and to minimize the
transfer of funds between the Agent and Senior Lenders, in lieu of requiring
each Lender (including any Funding Lender) to provide the Agent with
immediately available funds representing its Pro Rata Share of each Utilisation
prior to the disbursement of such amounts to a Borrower, the Agent may, at its
option, subject to the terms of this paragraph 7, make available, on behalf of
the Senior Lenders, the full amount of the Utilisation requested or otherwise
to be advanced by Lenders pursuant to the terms hereof, without requirement of
prior notice to Lenders of the proposed Utilisation.  (a)With
respect to all Utilisations made by the Agent on behalf of Senior Lenders as
provided in this Section, the amount of each Senior Lenders Pro Rata Share of
the outstanding Utilisations shall be computed weekly, and shall be adjusted
upward or downward on the basis of the amount of the outstanding Loans as of
5:00 p.m. London time on the Business Day immediately preceding the date of
each settlement computation; provided that the Agent retains the absolute right
at any time or from time to time to make the above described adjustments twice
in any week.  The Agent shall deliver to
each of the Senior Lenders (including Funding Lenders and Participating
Lenders) after the end of each week, or at  
   such lesser period or periods as the Agent shall
determine, a summary statement of the amount of outstanding Utilisations for
such period (such week or lesser period or periods being hereinafter referred
to as a Settlement Period).  (b)If the
summary statement is sent by the Agent and received by a Lender prior to 12:00
p.m. New York City time as to a US Lender, London time as to a Non-US Lender
then such Lender shall make the settlement transfer described in this
sub-clause by no later than 3:00 p.m New York City time as to a US Lender, or
London time as to a Non-US Lender on the same Business Day and if received by a
Lender after 12:00 p.m. New York City time as to a US Lender, or London time as
to a Non-US Lender then such Lender shall make the settlement transfer by not
later than 3:00 p.m. New York City time as to a US Lender, or London time as to
a Non-US Lender on the next Business Day following the date of receipt.  Except as to a Participating Lender to the
extent of its unfunded risk participation and funding on its behalf by Funding
Lenders as provided herein, prior to a Participation Settlement Date (A) if, as
of the end of any Settlement Period, the amount of a Lenders Pro Rata Share of
the outstanding Utilisations is more than such Lenders Pro Rata Share of the
outstanding Utilisations as of the end of the previous Settlement Period, then
such Lender shall forthwith (but in no event later than the time set forth in
the preceding sentence) transfer to the Agent the amount of the increase or (B)
alternatively, if the amount of a Lenders Pro Rata Share of the outstanding
Utilisations in any Settlement Period is less than the amount of such Lenders
Pro Rata Share of the outstanding Utilisations for the previous Settlement
Period, the Agent shall forthwith transfer to such Lender the amount of the
decrease.  A Participating Lender shall not
be subject to the foregoing as to Utilisations of Non-US Borrowers to the
extent that Funding Lenders are funding the share of such Participating Lender
of such Utilisations as provided herein prior to a Participation Settlement
Date.  For the purposes of such
settlements prior to a Participation Settlement Date, the Funding Lenders shall
be deemed to have a Pro Rata Share calculated based on the Pro Rata Share of
the Participating Lenders, but only as to the Utilisations of the Non-US
Borrowers and shall settle with the Agent accordingly and the Pro Rata Share of
each Participating Lender shall be reduced by the portion of such Pro Rata
Share that has been funded on its behalf by the Funding Lenders in respect of
the Utilisations of the Non-US Borrowers. A Participating Lender shall be subject
to the foregoing procedures for settlement transfers using the full Pro Rata
Share of such Lender as to Utilisations of Non-US Borrowers at all times on and
after a Participation Settlement Date. Each amount payable by a Lender to the
Agent hereunder shall be paid in the currency specified by the Agent based on
the currencies in which the then outstanding Utilisations are denominated or if
the Agent so agrees, such other currencies as the Agent may accept but subject
to such charges and expenses as the Agent may require in order to convert such
other currencies to the extent required.  (c)The
obligation of each Lender to transfer such funds and effect such settlement
shall be irrevocable and unconditional and without recourse to or warranty by
the Agent.  The Agent and each Lender
agrees to mark its books and records at the  
   end of each Settlement Period to show at all times the
euro amount of its Pro Rata Share of the outstanding Utilisation.  Each Lender shall only be entitled to receive
interest on its Pro Rata Share of the Utilisations to the extent such
Utilisations have been funded by such Lender. 
Because the Agent on behalf of Lenders may be advancing and/or may be
repaid Utilisations prior to the time when Lenders will actually advance and/or
be repaid such Utilisations, interest and commissions with respect to
Utilisations shall be allocated by the Agent in accordance with the amount of
the funds actually advanced by and repaid to each Lender and the Agent and
shall accrue from and including the date such funds are so advanced to but
excluding the date such Utilisations are either repaid by Borrowers or actually
settled with the applicable Lender as described in this sub-clause.  8.RECOVERY FROM LENDERS  If the
Agent makes any amounts available to a Borrower hereunder and any Lender fails
to make a payment to the Agent hereunder pursuant to the settlement provided
above or otherwise, the Agent shall be entitled to recover such amount on
demand from such Lender together with interest thereon for each day from the
date such payment was due until the date such amount is paid to the Agent at
the rate or rates of interest referred to in paragraph 5 above.  (a)During
the period in which such Lender has not paid such amount to the Agent,
notwithstanding anything to the contrary contained in this Agreement or any of
the other Finance Documents, the amount so advanced by the Agent to or for the
benefit of any Borrower shall, for all purposes hereof, be a Loan made by the
Agent for its own account.  Upon any such
failure by a Lender to pay the Agent, the Agent shall promptly thereafter
notify the Company of such failure and the Borrowers shall pay such
corresponding amount to the Agent for its own account within five (5) Business
Days of the Companys receipt of such notice.  (b)A Lender
who fails to pay the Agent its Pro Rata Share of any Utilisation made available
by the Agent on such Lenders behalf, or any Lender who fails to pay any other
amount owing by it to Agent, is a Defaulting
Lender.  The Agent shall not
be obligated to transfer to a Defaulting Lender any payments received by Agent
for the Defaulting Lenders benefit, nor shall a Defaulting Lender be entitled
to the sharing of any payments hereunder (including any principal, interest or
fees).  Amounts payable to a Defaulting
Lender shall instead be paid to or retained by the Agent.  The Agent may hold and, in its discretion,
relend to a Borrower the amount of all such payments received or retained by it
for the account of such Defaulting Lender. 
For purposes of voting or consenting to matters with respect to this
Agreement and the other Finance Documents and determining Pro Rata Shares, such
Defaulting Lender shall be deemed not to be a Lender and such Lenders
Commitment shall be deemed to be zero (0). 
This sub-clause shall remain effective with respect to a Defaulting
Lender until such default is cured.  The
operation of this sub-clause shall not be construed to increase or otherwise
affect the Commitment of any other Lender, or relieve or excuse the performance
by any Obligor of their duties and obligations hereunder.


9.ANCILLARY FACILITIES  The
provisions of this Schedule 4 do not apply with respect to the Ancillary
Facilities nor do they apply with respect to the Senior Tranche B Facility.  
   SCHEDULE 5  FORMS OF REQUEST  Part I  Form of Receivables
Notice  [On letterhead
of relevant Borrower]  Date:
  
  To:
  
  Burdale
  Financial Limited53 Queen
  Anne StreetLONDON W1G
  9HPAttention:
  
  Company
  Secretary  Dear Sirs,  Facility Agreement dated (theFacility Agreement)  We refer to
the Facility Agreement.  Terms defined in
which have the same meaning when used in this Receivables Notice.  1.We wish to advise you
that we are entitled to the Receivables numbered assignment  amounting to  details of which are set out in the attached Schedule, initialled
on each page for the purposes of identification.  2.We hold the invoices
strictly to your order and agree to supply them, or a copy (certified by an
officer of the relevant Facility Company or otherwise as the Agent may from
time to time approve) together with certified copies of relevant shipping
documents in respect of such Receivables, and a copy of our irrevocable
instructions to the account debtor to pay the full invoice amount of the
relevant Receivable (without deduction, withholding or set off) at maturity to
a Blocked Account, forthwith upon your request.  3.We further confirm
that the relevant Receivables offered are readily identifiable from our books.   Yours
faithfully  for and on
behalf of [Borrower]  
   SCHEDULE  Invoice No
  
  Account Debtor
  
  Invoice Date
  
   PART II - Form of Cash Request  [On letterhead
of relevant Borrower]  Date:
  
  To:
  
  Burdale
  Financial Limited53 Queen
  Anne StreetLONDON W1G
  9HPAttention:
  
  Company
  Secretary  Dear Sirs,  Facility Agreement dated (theFacility Agreement)  We refer to
the Facility Agreement.  Terms defined in
the Facility Agreement have the same meaning when used in this Cash Request.  Pursuant to
the terms of the Facility Agreement, we wish you to pay to us the sum of  ([WRITE AMOUNT IN WORDS ALSO]) as follows:  (a)
  
  Utilisation
  Date:
  
  (b)
  
  Payment
  Instructions:
  
  Please
  credit the following account:Account
  Name:
  Bank:
   Bank plcBranch:
   BranchAccount No:
  Sort Code:
  --  We confirm
that the conditions specified in Clause 4.2 (Further
Conditions Precedent) are satisfied as at the date of this Cash
Request and that no Availability Limit would be breached by the making of the
requested Utilisation.  Yours
faithfully   for and on
behalf of [Borrower]  
   PART III- Form of L/C Request  [On letterhead
of relevant Borrower]  Date:
  
  To:
  
  Burdale
  Financial Limited53 Queen
  Anne StreetLONDON W1G
  9HPAttention:
  
  Company
  Secretary  Dear Sirs,  Facility Agreement dated (theFacility Agreement)  We refer to
the Facility Agreement.  Terms defined in
the Facility Agreement have the same meaning when used in this L/C Request.  We wish to
have [state type of L/C] opened for our account under the Facility Agreement as
follows:  (a)
  
  Issue Date:
  
  (b)
  
  Expiry Date:
  
  (c)
  
  Requested
  Amount:
  
  (d)
  
  Beneficiary:
  
  (e)
  
  Beneficiarys
  bank account:
  
  (f)
  
  Concerning:
  
  [Reference
  the agreement under which the liability arises, describe its nature and
  quantify it]  We confirm
that the conditions precedent specified in Clause 4.2 (Further Conditions Precedent) are
satisfied on the date of this L/C Request and that no Availability Limit will
be breached as a result of the requested Utilisation.  Yours
faithfully   for and on
behalf of [Borrower]  
   PART IV- Form of Term Loan Request  [On letterhead
of Company/]  Date:
  
  To:
  
  Burdale
  Financial Limited53 Queen
  Anne StreetLONDON W1G
  9HPAttention:
  
  Company
  Secretary  Dear Sirs,  Facility Agreement dated (theFacility Agreement)  We refer to
the Facility Agreement.  Terms defined in
the Facility Agreement have the same meaning when used in this Request.  We wish to
draw the [Equipment Loan] [and the] [Property Loan] as follows:  (a)
  
  Amount:
  
  Equipment
  Loan
  
   ([AMOUNT IN WORDS])Property
  Loan
  
   ([AMOUNT IN WORDS])(b)
  
  Utilisation
  Date:
  
  Equipment
  Loan
  
  Property
  Loan
  
  (c)
  
  Payment
  Instructions:
  
  [In each
  case, please][Please] credit the following account:Account
  Name:
  
  Bank:
  
   Bank plcBranch:
  
   BranchAccount No:
  
  Sort Code:
  
  --  We confirm
that the conditions precedent specified in Clause 4.2 (Further Conditions Precedent) are
satisfied as at the date of this Term Loan Request and that no Availability
Limit will be breached by the making of the requested Utilisation.  Yours
faithfully   for and on
behalf of [the Company/]  
   PART V- Form of Senior Tranche B Request  [On letterhead
of Company]   Date:
  
  To:
  
  Burdale Financial
  Limited53 Queen
  Anne StreetLONDON W1G
  9HPAttention:
  
  Company
  Secretary  Dear Sirs,  Facility Agreement dated (theFacility Agreement)  We refer to
the Facility Agreement.  Terms defined in
the Facility Agreement have the same meaning when used in this Request.  We wish to
draw the Senior Tranche B Loan as follows:  (a)
  
  Amount:
  
  [US$30,000,000](b)
  
  Utilisation
  Date:
  
  [                     ](c)
  
  Payment
  Instructions:
  
  Please
  credit the following account:Account
  Name:
  Bank:
   Bank plcBranch:
   BranchAccount No:
  Sort Code:
  --  We confirm
that the conditions precedent specified in Clause 4.2 (Further Conditions Precedent) are
satisfied as at the date of this Senior Tranche B Request and that no
Availability Limit will be breached by the making of the requested Utilisation.  Yours
faithfully   for and on
behalf of [the Company]  
   SCHEDULE 6  FORM OF ACCESSION LETTER  To:
  
  Burdale
  Financial Limited as LenderFrom:
  
  [Subsidiary] and [Company]  Dated:  Dear Sirs  Waterford Wedgwood plc -
[                      ]
Facility Agreement dated
[        ] (theAgreement)  1.We
refer to the Agreement.  This is an
Accession Letter.  Terms defined in the
Agreement have the same meaning in this Accession Letter unless given a
different meaning in this Accession Letter.  2.[Subsidiary] agrees to become an Additional
[Borrower]/[Guarantor] and to be bound by the terms of the Agreement as an
Additional [Borrower]/[Guarantor] pursuant to Clause [27.2 (Additional Borrowers)]/[Clause 27.3 (Additional
Guarantors)] of the Agreement. 
[Subsidiary] is a company duly
incorporated under the laws of [name of relevant
jurisdiction].  3.[Subsidiarys] administrative details are as follows:  Address:  Fax No:  Attention:  4.The
following bank accounts shall be Blocked Accounts of the Additional Obligor for
the purposes of the Agreement. [Details to be
inserted]  5.This
Accession Letter is governed by English law.  [This
Guarantor Accession Letter is entered into by deed.]  [Waterford
  Wedgwood plc]
  
  [Subsidiary]  
   SCHEDULE 7  FORM OF ACCESSION
DOCUMENTS  PART I  FORM OF TRANSFER
CERTIFICATE  c  Dated:  Waterford Wedgwood plc Facility Agreement dated
[           ] 2004 (the
Agreement)  1.We
refer to the Agreement.  This is a
Transfer Certificate.  Terms defined in
the Agreement have the same meaning in this Transfer Certificate unless given a
different meaning in this Transfer Certificate.  2.We
refer to Clause 26.2 (Procedure for transfer):  (a)The
Existing Lender and the New Lender agree to the Existing Lender transferring to
the New Lender by novation all or part of the Existing Lenders Commitment (if
any), rights and obligations referred to in the Schedule in accordance with
Clause 26.5 (Procedure for transfer).  (b)The
proposed Transfer Date is
[            ].  (c)The
address, fax number and attention details for notices of the New Lender for the
purposes of Clause 33 (Notices)
are set out in the Schedule.  3.The
New Lender expressly acknowledges the limitations on the Existing Lenders
obligations set out in paragraph (c) of Clause 26.4 (Limitation
of responsibility of Existing Lenders).  4.This
Transfer Certificate may be executed in any number of counterparts and this has
the same effect as if the signatures on the counterparts were on a single copy
of this Transfer Certificate.  5.This
Transfer Certificate is governed by English law.  THE SCHEDULE  Rights and obligations to be transferred  [Insert
details, including amount to be transferred, and stating whether transfer
relates to Senior Facilities, Ancillary Facilities or the Senior Tranche B
Facility.]  [Existing
  Lender]
  
  [New
  Lender]By:
  
  By:   This
Transfer Certificate is accepted by the Agent and the Transfer Date is
confirmed as [    ]  By: Burdale Financial Limited  
   PART
II FORM OF ANCILLARY ACCESSION AGREEMENT  To:Burdale
Financial Limited as Agent  From:[Acceding
Ancillary Facility Provider]  This
agreement is supplemental to the Facility Agreement dated
                        
2004 and made between Waterford Wedgwood plc, the Lenders defined therein and
yourselves as Agent. Words and expressions defined in the Facility Agreement
have the same meaning when used in this Deed.  [Name
of Ancillary Facility Provider] of [address] hereby agrees with each other
present and future Party to the Facility Agreement that with effect from the
date hereof and in accordance with Clause 2.8 (Ancillary Facility Provider) of
the Facility Agreement, it will become an Ancillary Facility Provider for the
purposes of the Facility Agreement and will become bound by and entitled to the
benefits of the Finance Documents to the extent of the rights and obligations
thereby conferred or imposed upon an Ancillary Facility Provider.  Pursuant
to the Facility Agreement, the Agent and the Lenders may from time to time make
loans and advances and provide other financial accommodations to Borrowers
secured by substantially all of the assets and properties of Borrowers and
Guarantors, including, among other things, all right, title and interest of
Borrowers and Guarantors in, to and under all agreements between any Borrower
or Guarantor and
[                                  ]
(Bank) that is a rate swap agreement, basis swap, forward rate agreement,
commodity swap, interest rate option, forward foreign exchange agreement, spot
foreign exchange agreement, rate cap agreement rate, floor agreement, rate
collar agreement, currency swap agreement, cross currency swap agreement,
currency option or any similar agreement (including any option to enter into
any of the foregoing or a master agreement for any the foregoing together with
all supplements thereto) for the purpose of protecting against or managing
exposure to fluctuations in interest or exchange rates, currency valuations or
commodity prices (collectively, Hedge Agreements and individually, a Hedge
Agreement), including, not limited to, such agreements listed on Exhibit A
hereto.  As of
the date hereof, the Facility Agreement provides, among other things, that the
Agent may establish and maintain Reserves based on the amounts owing by
Borrowers or Guarantors to the Bank under the Hedge Agreements (the Hedge
Obligation Reserve).  The amount of the
Hedge Obligation Reserve as of the date hereof is
  Subject
to the receipt by the Agent of this agreement duly executed by the Bank, the
obligations secured by the Collateral granted by Borrowers and Guarantors to
the Agent include all obligations, liabilities and indebtedness of every kind,
nature and description owing by any or all of Borrowers or Guarantors to the
Bank arising under or pursuant to a Hedge Agreement in each case acceptable to
Agent, whether now existing or hereafter arising (collectively, the Hedge Obligations),
subject to the other terms and conditions herein and in the Facility Agreement
as from time to time in effect.  In no
event shall any of the Hedge Obligations secured by the Collateral, or the
rights of the Bank to any proceeds of the  
   Collateral
or otherwise to any payment under the Facility Agreement or any of the Finance
Documents in respect of the Hedge Obligations that are entitled to be paid on a
pro rata basis with the principal in respect of the Loans and prior to the
payment in full in cash or other immediately available funds of any of the
other obligations exceed the amount of the Hedge Obligation Reserve as then in
effect.  Any of the Hedge Obligations in
excess of the amount of the Hedge Obligation Reserve then in effect shall only be
entitled to any payment from the proceeds of the Collateral or otherwise to any
payment under the Facility Agreement or any of the other Finance Documents
after the payment in full, in cash or other immediately available funds of the
other amounts owing thereunder.  The
Bank will from time to time deliver to the Agent a report setting forth the
mark-to-market value of each Hedge Agreement, determined in accordance with
the procedures customary in the relevant market and the practices of the Bank.  The Bank may, at its option, at such time
request in writing that the amount of the Hedge Obligation Reserve be increased
or decreased based on the aggregate value of the Hedge Agreements at such time
as determined by the Bank.  Upon receipt
of any such request, the Agent shall increase or decrease the Hedge Obligation
Reserve as requested by the Bank, provided that in no event shall the amount of
the Hedge Obligation Reserve, after giving effect to any such increase,
together with the aggregate of all Reserves then in effect for the benefit of
all other Ancillary Facility Providers exceed euro 10,000,000.  The Hedge Obligation Reserve may not be
decreased without the prior written consent of Bank.  Upon
receipt by the Bank of written instructions from the Agent the Bank will no
longer comply with any instructions or orders originated by the Borrowers,
Guarantors or any of their respective affiliates or representatives concerning
any Hedge Agreement and will comply only with the instructions or orders of the
Agent with respect thereto, without any further consent by any Borrower,
Guarantor or its affiliates or representatives. 
The Bank is hereby irrevocably authorised and directed to follow such
instructions or orders without any inquiry as to the Agents right or authority
to give such instructions or orders and the Bank is fully protected in acting
in accordance therewith.  The Bank shall
not for any reason exercise any lien rights or rights of set off (other than
netting provisions provided for in the Hedge Agreements with respect to amounts
payable by the Borrower or any Guarantor as a counterparty under the Hedge
Agreements) or other claims against amounts owing to the Borrowers and
Guarantors pursuant to the Hedge Agreements, without the prior consent of the Agent.  Upon the Agents request, the Bank will from
time to time report to the Agent the amounts then outstanding with respect to
the Hedge Agreements consistent with its current practices as of the date
hereof with the Borrowers or more frequently as the Agent may reasonably
request, together with such other information with respect hereto as the Agent
may reasonably request.  The
Bank hereby acknowledges the collateral assignment of its Swap Agreements and
consents to such collateral assignment provided that such consent is expressly
limited to the Agent for the benefit of the Lenders and such consent is not
extended to the further sale or transfer by the Agent to any other person or
entity in connection with the exercise of the Agents rights under the Finance
Documents other than to a successor to the Agent under the Financing Agreements
acting in that capacity.  
   Nothing
contained herein shall be construed as an assumption by the Agent or any Lender
of the obligations or liabilities of any Borrower, Guarantor or any of its
affiliates to Bank or any other person pursuant to any Hedge Agreement or
otherwise.  In its capacity as a
counterparty to the Hedge Agreement the Bank shall not be deemed to have any
rights as a Lender under the Facility Agreement or any of the other Finance
Documents and the Agent shall not have any duties to the Bank except as
expressly provided for in the Facility Agreement.  The
Agent and the Lenders are relying upon this agreement in providing financing to
the Borrowers and the Guarantors and this agreement will be binding upon the
Bank, the Borrowers and the Guarantors and their respective successors and
assigns and inure to the benefit of the Agent and the Lenders and their
respective successors and assigns.  This
agreement may not be amended, modified, supplemented or terminated orally or by
course of conduct or otherwise but only by a written agreement signed by the
parties hereto.  The
Borrowers and Guarantors will not assert any claims against the Bank as
counterparty to any Hedge Agreement solely as a result of the Bank following
the instructions or orders of the Agent pursuant to the terms hereof with
respect to any Hedge Agreement or against the Agent or any Lender as a result
of the Agent complying with the request of the Bank with respect to the Hedge
Obligation Reserve.  This
agreement shall be governed by and construed in accordance with the laws of the
State of New York but excluding any principles of conflicts of laws or other
rule of law that would cause the application of the law of any jurisdiction
other than the laws of the State of New York.  This
agreement may be executed in any number of counterparts, but all of such
counterparts shall together constitute but one and the same agreement.  In making proof of this agreement, it shall
not be necessary to produce or account for more than one counterpart thereof
signed by each of the parties hereto.  The
address and other details of the Ancillary Facility Provider are as follows:  []  A
Creditors Accession Deed is also enclosed for the purposes of the
Intercreditor and Security Trust Agreement dated [               ] 2004.  SIGNED
for and on behalf of  [
  
  ]  
   SCHEDULE 8  PERMITTED DISPOSALS  1.
  
  Eagle
  Factory2.
  
  Alexandra
  Factory3.
  
  Masons
  Ironstone4.
  
  Stourbridge
  Site/Stuart Crystal Manufacturing Site5.
  
  Midwinter
  Tip6.
  
  Leek
  Road Sports Field7.
  
  Crief
  Retail Premises8.
  
  Derelict
  Land at Kilbarry9.
  
  The
  share capital and/or assets of WC Designs  
   SCHEDULE 9  EXISTING FINANCIAL INDEBTEDNESS  FOREIGN EXCHANGE CONTRACTS  Maturity
  
  Amount ($mils)Bank of Ireland
  
  26/10/04
  
  2.023/11/04
  
  2.027/12/04
  
  2.025/01/05
  
  2.022/02/05
  
  2.022/03/05
  
  2.030/06/05
  
  2.030/09/05
  
  2.0Barclays
  
  26/10/04
  
  2.526/11/04
  
  2.527/12/04
  
  2.526/01/05
  
  2.526/02/05
  
  2.525/03/05
  
  2.5Wachovia
  
  29/10/04
  
  2.530/11/04
  
  2.531/12/04
  
  2.531/01/05
  
  2.528/02/05
  
  2.531/03/05
  
  2.5Amount (Ymils)15/06/05
  
  250.015/09/05
  
  250.015/12/05
  
  250.015/03/05
  
  250.0  
   EXECUTION PAGES  THE COMPANYSIGNED for and on behalf of
  )WATERFORD WEDGWOOD PLC
  )Address: 1-2
  Upper Hatch Street, Dublin 2, Ireland
  )Fax No:
  00-353-1-478-4863
  )Attention:
  The Company Secretary
  )THE ORIGINAL BORROWERSSIGNED for and on behalf of
  )JOSIAH WEDGWOOD & SONS LIMITED
  )SIGNED for and on behalf of
  )JOSIAH WEDGWOOD & SONS (EXPORTS) LIMITED
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD RETAIL LIMITED
  )SIGNED for and on behalf of
  )WEDGWOOD LIMITED
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD UK PLC
  )SIGNED for and on behalf of
  )STUART & SONS LIMITED
  )SIGNED for and on behalf of
  )STATUM LIMITED
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD USA, INC.
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD INC.
  )SIGNED for and on behalf of
  )WW INC.
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD PLC
  )  
   SIGNED for and on behalf of
  )WATERFORD CRYSTAL (MANUFACTURING) LIMITED
  )SIGNED for and on behalf of
  )WATERFORD CRYSTAL LIMITED
  )SIGNED for and on behalf of
  )CASHS MAIL ORDER LIMITED
  )SIGNED for and on behalf of
  )ROSENTHAL AG
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD GMBH
  )THE ORIGINAL GUARANTORSSIGNED for and on behalf of
  )JOSIAH WEDGWOOD & SONS LIMITED
  )SIGNED for and on behalf of
  )JOSIAH WEDGWOOD & SONS (EXPORTS) LIMITED
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD RETAIL LIMITED
  )SIGNED for and on behalf of
  )WEDGWOOD LIMITED
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD U.K. PLC
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD AUSTRALIA LIMITED
  )SIGNED for and on behalf of
  )STUART & SONS LIMITED
  )SIGNED for and on behalf of
  )STATUM LIMITED
  )  
   SIGNED for and on behalf of
  )WATERFORD WEDGWOOD USA, INC.
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD HOLDINGS INC.
  )SIGNED for and on behalf of
  )WW INC.
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD FINANCE INC.
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD LINENS INC.
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD PLC
  )SIGNED for and on behalf of
  )WATERFORD CRYSTAL (MANUFACTURING) LIMITED
  )SIGNED for and on behalf of
  )WATERFORD CRYSTAL LIMITED
  )SIGNED for and on behalf of
  )CASHS MAIL ORDER LIMITED
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD GMBH
  )SIGNED for and on behalf of
  )JOSIAH WEDGWOOD & SONS (AUST) PTY LTD
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD JAPAN LIMITED
  )SIGNED for and on behalf of
  )WATERFORD WEDGWOOD CANADA INC.
  )  
   THE SENIOR LENDERSSIGNED for and on behalf of
  )BURDALE FINANCIAL LIMITED
  )Address: 53
  Queen Anne Street, London W1G 9HP
  )Fax No: 020
  7935 5445
  )Attention:
  Company Secretary
  )Senior
  Commitment:  140,000,000THE SENIOR TRANCHE B LENDERSSIGNED for and on behalf of
  )SABERASU JAPAN INVESTMENTS II B.V.
  )By:Title:
  Managing DirectorBy:Title:
  Managing DirectorAddress:
  )Fax No:
  )Attention:
  )Senior
  Tranche B Commitment: US$30,000,000THE AGENTSIGNED for and on behalf of
  )BURDALE FINANCIAL LIMITED
  )Address: 53
  Queen Anne Street, London W1G 9HP
  )Fax No: 020
  7935 5445
  )Attention:
  Company Secretary
  )