Exhibit
2.17  CONFORMED VERSION   WATERFORD WEDGWOOD PLC WATERFORD WEDGWOOD FINANCE, INC.  
  AMENDMENT AND CONSENT AGREEMENT  
   DATED May 28, 2004   US$95,000,000 8.75% SECURED SENIOR NOTES DUE NOVEMBER 18, 2008   Bingham McCutchen llp
london  
   WATERFORD WEDGWOOD PLC WATERFORD WEDGWOOD FINANCE, INC.  
  AMENDMENT AND CONSENT AGREEMENT  
  US$95,000,000 8.75% SECURED SENIOR NOTES DUE NOVEMBER 18, 2008   Dated May 28, 2004  THIS
AMENDMENT AND CONSENT AGREEMENT, dated May 28, 2004 (thisAmendment)
is entered into by and among WATERFORD WEDGWOOD PLC,
a public limited company organized under the laws of the Republic of Ireland with registered number 11861 (the Company), WATERFORD
WEDGWOOD FINANCE, INC., a corporation organized under the laws of
the State of Delaware (the Issuer), all
those Persons named as Noteholders on Schedule 1 attached hereto (together with
any transferees of the Notes, the Noteholders), all
those Persons named as Restricted Entity Guarantors on Schedule 2 attached
hereto, and all those Persons named as Security Providers on Schedule 3
attached hereto. Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Note Purchase Agreements
(as defined below).  W I T N E S S E T H  WHEREAS,
the Issuer, the Company and each of the Noteholders or their predecessors in
interest have heretofore entered into separate Note Purchase Agreements dated
as of November 18, 1998 as amended by amendment agreements dated June 15, 1999,
December 17, 1999, March 5, 2002 and June 30, 2003 and as amended and restated
pursuant to an Amendment and Restatement Agreement dated as of November 26,
2003 (collectively, the Note Purchase Agreements).  The Issuer has
heretofore issued the US$95,000,000 8.75% Secured Senior Notes due November 18,
2008, (as amended as at the date of this Amendment, the Notes) and may, from time to time, issue
the Make-Whole Notes pursuant to the Note Purchase Agreements. The register
kept by the Issuer for the registration and transfer of the Notes indicates
that the Noteholders named on Schedule 1 currently hold 100% of the outstanding
Notes.  WHEREAS, (i) the Company has entered into
the Parent Guarantee, and each Restricted Entity Guarantor has entered into a
Restricted Entity Guarantee Agreement, in favor of the Noteholders under which
they have guaranteed payment of certain amounts which may be or become due and
owing to the Noteholders under the Note Purchase Agreements, the Notes and the
Make-Whole Notes, (ii) the Issuer, the Company, each Restricted Entity
Guarantor and each Security Provider have, pursuant to the Security Documents,
granted Liens for the benefit of, among others, the Noteholders as security for
the obligations of the Obligors under the Note Documents, and (iii) the
Company, each Restricted Entity Guarantor, and each Security Provider desires
to ratify and affirm its obligations under: (x) in the case of the Company, the
Parent Guarantee, (y) in the case of  
   each
Restricted Entity Guarantor, the Restricted Entity Guarantee Agreement to which
it is a party, and (z) in the case of each Security Provider, the Security
Documents to which it is a party.  WHEREAS,
the parties hereto mutually desire to amend the terms of the Note Purchase
Agreements.  NOW,
THEREFORE, upon satisfaction of the conditions precedent set
forth in Section 5 of this Amendment (such date of satisfaction being the Effective Date),
in consideration of the foregoing, and other consideration, the receipt and
sufficiency of which is hereby acknowledged, the Issuer, the Company, the
Restricted Entity Guarantors, the Security Providers and the Noteholders agree
as follows:  1.Amendment of Note Purchase Agreements. The Issuer, the Company and the
Noteholders hereby agree that the Note Purchase Agreements shall be amended in
the manner provided in Exhibit A to this Agreement.  Except as expressly provided herein, all of
the terms and provisions of the Note Documents shall remain in full force and
effect, and nothing in this Agreement shall waive, prejudice, impair or
otherwise adversely affect any right power or remedy of any Noteholder under
the Note Documents or applicable law.  2.Consents.  (A)The Noteholders (i)
hereby consent to the disposal of the shares of All-Clad USA, Inc. and all of
its direct and indirect subsidiaries (other than Spring USA, Inc.) (the U.S. Disposal), (ii) hereby instruct the
Security Trustee, upon the U.S. Disposal becoming effective, to release all of
the pledges over shares of such companies and release all security over assets
of such companies which are (or are purported to be) subject to fixed or
specific security under any Security Document, and (iii) upon the U.S. Disposal
becoming effective, agree to irrevocably release all such companies from all of
their obligations and all claims (contingent or actual) against them under the
Note Documents; provided, in all
cases, that (a) the U.S. Disposal is consummated in a bona fide third party transaction and not
to an Affiliate or connected person of, or related person to, any member of the
Group, (b) the net proceeds from the U.S. Disposal are received in cash by
October 1, 2004, (c) the net proceeds received by the Group from the U.S.
Disposal are equal to or greater than US$180,000,000 (or its equivalent in
other currencies), and (d) all such net proceeds are paid directly to the
Security Trustee for application to the Senior Debt in accordance with the
terms of Clause 8.1 or 10.1 (as applicable) of the Intercreditor Agreement.  (B)The Noteholders hereby
confirm that the waiver given by the Noteholders relating to the late delivery
of the Companys budget for financial year 2005 is effective and that the
delivery of such budget after the originally designated date did not at any
time constitute an Event of Default.  (C)The Noteholders hereby
agree to use reasonable endeavours (and negotiate in good faith) to agree
adjustments to the financial covenants contained in Schedule D (Financial
Covenants) of the Note Purchase Agreements in order to enable the Company to
obtain a working capital statement from its auditors which is required as a
result of the Company seeking approval from its shareholders for the U.S.
Disposal for a period (to be no less than eighteen months from the date of the
circular to its shareholders seeking approval) as required by the auditors for
such purpose.  2 
   (D)For the avoidance of
doubt, Clause 2(C) above does not apply to any provision of any Note Documents
other than Schedule D of the Note Purchase Agreements.  3.Reaffirmation of Guarantees.  The Company, each Restricted Entity Guarantor
and each Security Provider as at the Effective Date hereby:  (A)acknowledges, ratifies
and reaffirms all of its obligations and undertakings under the Parent
Guarantee, the Restricted Entity Guarantee Agreements or the Security
Documents, as applicable, to which they are a party; and  (B)acknowledges and agrees
that subsequent to, and taking into account all of the terms and conditions of
this Amendment, the Parent Guarantee, the Restricted Entity Guarantee
Agreements and the Security Documents, as applicable, are and shall remain in
full force and effect in accordance with the terms thereof and hereof.  4.Costs and Expenses.  Whether or not the amendments set forth in
Exhibit A become effective, the Company will promptly (and in any event within
thirty (30) days of receiving any statement or invoice therefor) pay all
reasonable out-of-pocket costs and expenses of the Noteholders relating to this
Amendment and all related documentation contemplated herein, including, but not
limited to, (A) the cost of reproducing this Amendment and any other
documents delivered in connection herewith and the transactions contemplated
hereby, and (B) the reasonable fees and expenses of Bingham McCutchen LLP,
special counsel for the Noteholders, and Houlihan Lokey Howard and Zukin
(Europe) Limited, financial advisors to the Noteholders, incurred in connection
with such matters.  5.Conditions Precedent. The occurrence of the Effective Date shall be
subject to the satisfaction of the conditions set out in Exhibit B hereto.  6.Representations and Warranties of the
Issuer and the Company.  To
induce the Noteholders to execute and deliver this Amendment, each of the
Issuer and the Company, jointly and severally, represents and warrants to each
of the Noteholders (which representations and warranties shall survive the
execution and delivery of this Amendment) that:  (A)Status.  The Company is a public limited company, duly
incorporated and validly existing under the laws of the Republic of Ireland,
and the Issuer is a corporation duly and validly existing under the laws of the
State of Delaware and each Restricted Entity Guarantor and each Security
Provider is a corporation or limited liability company duly and validly
existing under the jurisdiction of its incorporation or organisation.  (B)Power and Authority.  The Company, the Issuer, each Restricted
Entity Guarantor, and each Security Provider have the requisite corporate or
limited liability company (as applicable) power and authority to enter into,
execute and deliver this Amendment and to perform the provisions hereof and the
transactions contemplated hereby.  (C)Legal Validity.  This Amendment and the Note Purchase
Agreements constitute legal, valid and binding obligations of each of the
Issuer, the Company, the Restricted Entity Guarantors and the Security
Providers, enforceable against each such party in accordance with their
respective terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting  3 
   the
enforcement of creditors rights generally and (ii) general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).  (D)Non-conflict with
Laws.  The entry into and performance
of this Amendment and the transactions contemplated hereby by the Issuer, the
Company, the Restricted Entity Guarantors and the Security Providers do not or
will not at the date hereof (i) conflict with any applicable law or regulation
or any official or judicial order, (ii) conflict with their respective
constitutional documents, (iii) conflict with any agreement or document to
which any of them is a party or that is binding upon the Issuer, the Company,
the Restricted Entity Guarantors, or the Security Providers or any of their
respective assets, or (iv) result in the creation or imposition of any encumbrance
or Lien on any of the assets of the Issuer, the Company, the Restricted Entity
Guarantors, or the Security Providers pursuant to the provisions of any
agreement or document of the Issuer, the Company, the Restricted Entity
Guarantors, or the Security Providers (other than as may be expressly required
or permitted under the Note Purchase Agreements).  (E)No Default.  Save for any Default or Event of Default
relating to the late delivery of the Companys budget for financial year 2005
waived as provided in Clause 2(B) of this Amendment, no Default or Event of
Default has occurred under the Note Purchase Agreements or the Notes, and
neither the Company nor the Issuer is in default under any term of any
agreement or instrument to which it is a party which would be reasonably likely
to have a material adverse effect on the ability of any Obligor to perform its
obligations under this Amendment and the Note Purchase Agreements.  (F)Consents.  All authorizations, approvals, consents,
licenses, exemptions, filings, registrations, notarizations and other matters,
official or otherwise, required in connection with the entry into and
performance, validity and enforceability of this Amendment and the transactions
contemplated hereby have been obtained or effected (as appropriate) and are in
full force and effect.  (G)Guarantee.  The execution and performance by the Issuer,
the Company, the Restricted Entity Guarantors, and the Security Providers of
their respective obligations under this Amendment will not impair the validity
of the obligations of the Company under the Parent Guarantee or the validity of
the obligations of the Restricted Entity Guarantors under the Restricted Entity
Guarantee Agreements to which each is a party.  (H)Security.  The execution and performance by the Issuer,
the Company, the Restricted Entity Guarantors, and the Security Providers of
their respective obligations under this Amendment will not impair the validity
of the obligations of the Security Providers under the various Security Documents
to which they are parties.  (I)Fees.  The fees payable by the Company and the
Issuer to the Noteholders under or in connection with the Amendment are
proportionate (as a percentage of the total amount of Notes and commitments of
the Revolving Lenders under the Revolving Facility, respectively) to the fees
(when aggregated with all other financial compensation including any so-called
co-ordinators fees (but excluding fees customarily payable for non-utilisation,
customary agency and security agency fees, break costs or payments of cost and
expenses received by the Revolving Lenders or their advisers) received by or
for the benefit of the Revolving Lenders) payable to the Revolving Lenders
under or in connection with the Amendment.  4 
   7.Survival of Representations and
Warranties.  All representations
and warranties contained herein shall survive the execution and delivery of
this Amendment.  All representations and
warranties contained herein also shall survive the transfer by a Noteholder of
any Note or Make-Whole Note or portion thereof or interest therein and the
payment of all Notes and Make-Whole Notes (not being a payment in full of the
total aggregate principal amount of such Note or Make-Whole Note), and may be
relied upon by any subsequent Noteholder, regardless of any investigation made
at any time by or on behalf of any Noteholder. 
All statements contained in any certificate or other instrument
delivered by or on behalf of the Company or the Issuer pursuant to this
Amendment shall be deemed representations and warranties of the Company under
this Amendment.  8.References to Note Purchase Agreement.  Any and all notices, requests, certificates
and other instruments executed and delivered after the execution and delivery
of this Amendment may refer to the Note Purchase Agreements without making
specific reference to this Amendment but, nevertheless, all such references
shall include this Amendment unless the context otherwise requires.  9.Headings.The descriptive headings of the various
Sections or parts of this Amendment are for convenience only and shall not
affect the meaning or construction of any of the provisions hereof.  10.Governing Law.  This agreement shall be governed by and
construed in accordance with the laws of the State of New York.  11.Counterparts.  This Amendment may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, and it
shall not be necessary in making proof of this Amendment to produce or account
for more than one such counterpart.  5 
   IN WITNESS WHEREOF, THE PARTIES HERETO
have caused this Amendment to be executed and delivered as of the date hereof:  WATERFORD WEDGWOOD FINANCE, INC.By:
  /s/ PATRICK DOWLINGWATERFORD WEDGWOOD PLCBy:
  /s/ PATRICK DOWLING   [Signature Page to
Amendment and Consent]  
   THE PRUDENTIAL INSURANCE COMPANY OF AMERICABy:
  /s/ GWENDOLYN FOSTERCONNECTICUT
  GENERAL LIFE INSURANCE COMPANYBy CIGNA Investments, Inc.
  (authorized agent)By:
  /s/ DONALD F. RIEGERALLSTATE LIFE INSURANCE COMPANYBy:
  /s/ WILLIAM R. SOHNERBy:
  /s/ JERRY D. ZINKULAMODERN WOODMEN OF AMERICABy:
  /s/ MICHAEL E. DAUTHE STATE LIFE INSURANCE COMPANYby American United Life
  Insurance Company its agentBy:
  /s/ CHRISTOPHER D. PAHLKEAMERICAN UNITED LIFE INSURANCE COMPANYBy:
  /s/ CHRISTOPHER D. PAHLKE   [Signature Page to
Amendment and Consent]  
   WATERFORD CRYSTAL LIMITEDBy:
  /s/ PATRICK DOWLINGWATERFORD CRYSTAL (MANUFACTURING) LIMITEDBy:
  /s/ PATRICK DOWLINGJOSIAH WEDGWOOD & SONS LIMITEDBy:
  /s/ A. ELSBY-SMITHSTATUM LIMITEDBy:
  /s/ A. ELSBY-SMITHWATERFORD WEDGWOOD UK PLCBy:
  /s/ PATRICK DOWLINGWEDGWOOD LIMITEDBy:
  /s/ A. ELSBY-SMITHWATERFORD WEDGWOOD RETAIL LIMITEDBy:
  /s/ A. ELSBY-SMITHWATERFORD WEDGWOOD USA, INC.By:
  /s/ A. CAPPIELOWATERFORD WEDGWOOD, INC.By:
  /s/ PATRICK DOWLINGWATERFORD WEDGWOOD HOLDINGS. INC.By:
  /s/ A. CAPPIELOWW INC.By:
  /s/ PATRICK DOWLINGALL-CLAD HOLDINGS, INC.By:
  /s/ F. JOHNSTONWATERFORD WEDGWOOD JAPAN LIMITEDBy:
  /s/ A. ELSBY-SMITHWATERFORD WEDGWOOD GmbH   [Signature Page to
Amendment and Consent]  
   By:
  /s/ DAVID FYFEJOSIAH WEDGWOOD & SONS
  (EXPORTS) LIMITEDBy:
  /s/ A. ELSBY-SMITHSTUART & SONS LIMITEDBy:
  /s/ PATRICK DOWLINGALL-CLAD METALCRAFTERS LLCBy:
  /s/ F. JOHNSTONCLAD METALS LLCBy:
  /s/ F. JOHNSTONCLAD HOLDINGS CORP.By:
  /s/ F. JOHNSTONJOSIAH WEDGWOOD & SONS
  (AUST) PTY LTDBy:
  /s/ MICHAEL PARKSWATERFORD WEDGWOOD PARTNERSBy:
  /s/ A. ELSBY-SMITHALL CLAD USA, INC.By:
  /s/ F. JOHNSTONWW ACQUISITION (DELAWARE) CORP.By:
  /s/ A. CAPPIELOWATERFORD WEDGWOOD LINENS, INC.By:
  /s/ PATRICK DOWLING   [Signature Page to
Amendment and Consent]  
   Schedule
1  Noteholders  The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza 180 N. Stetson Street  Suite 5600 Chicago, IL 60601-6716 USA  Allstate Life Insurance Company 3075 Sanders Road, STE G3A Northbrook, Illinois 60062-7127 USA  Connecticut General Life Insurance Company c/o CIGNA Retirement & Investment Services 280 Trumbull Street, H16B Hartford, Connecticut 06103 USA  American United Life Insurance Company One American Square 3rd Floor Indianapolis, IN 
46204 USA  The State Life Insurance Company c/o American United Life Insurance Company One American Square 3rd Floor Indianapolis, IN 
46204 USA  Modern Woodmen of America 1701 1st Avenue Rock Island, Illinois 61201 USA   1 
   Schedule
2  Restricted
Entity Guarantors  Name
  
  Jurisdiction of OrganizationWaterford
  Crystal Limited
  
  Republic of
  IrelandWaterford
  Crystal (Manufacturing) Limited
  
  Republic of
  IrelandJosiah Wedgwood
  & Sons Limited
  
  England and
  WalesStatum Limited
  
  England and
  WalesWaterford
  Wedgwood UK plc
  
  England and
  WalesWedgwood
  Limited
  
  England and
  WalesWaterford
  Wedgwood Retail Limited
  
  England and
  WalesWaterford
  Wedgwood USA, Inc.
  
  New York, USAWaterford
  Wedgwood, Inc.
  
  Delaware, USAWaterford
  Wedgwood Holdings Inc.
  
  Delaware, USAWW Inc.
  
  Delaware, USAAll-Clad
  Holdings, Inc.
  
  Pennsylvania,
  USAWaterford
  Wedgwood Japan Limited
  
  JapanWaterford
  Wedgwood GmbH
  
  GermanyStuart &
  Sons Limited
  
  England and
  WalesJosiah Wedgwood
  & Sons (Exports) Limited
  
  England and
  WalesAll-Clad
  Metalcrafters LLC
  
  Delaware, USAClad Metals LLC
  
  Delaware, USAClad Holdings
  Corp.
  
  Delaware, USA  
   Schedule
3  Security
Providers  Name
  
  Jurisdiction of OrganizationJosiah Wedgwood &
  Sons Pty Ltd
  
  AustraliaWaterford Wedgwood
  Partners
  
  IllinoisAll Clad USA, Inc.
  
  DelawareWW Acquisition
  (Delaware) Corp.
  
  DelawareWaterford Wedgwood
  Linens, Inc.
  
  Delaware  
   EXHIBIT
A   AMENDMENTS TO THE NOTE PURCHASE AGREEMENT  The Following is a description of all amendments to
the Note Purchase Agreements referenced in Section 1.  1.In Section 7.1(o)(i) the words , and using
the same accounting principles and financial reference periods shall be added
at the end after the word applied.  2.In Section 7.1(o)(iii) the word audited
shall be deleted from the second line and the words , or to the accounting
practices or financial reference periods used in those statements shall be
added at the end after the word prepared.  3.In Section 7.1(o)(iv)(y) the words , in
form and substance as may be reasonably required by the Noteholders, shall be
inserted into the first sentence after the words sufficient information.  4.The following new Sections 9.17, 9.18 and
9.19 shall be added at the end of Section 9:  9.17Amendment Fee  The Company and the Issuer agree to pay an
amendment fee to each Noteholder, calculated at the rate of 1.00% of the
principal amount outstanding in respect of the Notes and the Make-Whole Notes,
if any, held by that Noteholder on May 28, 2004, which fee shall be payable on
the earlier of (i) receipt by the Group of the net proceeds from the U.S.
Disposal (in which case the fee may be paid out of the net proceeds of the U.S.
Disposal), or (ii) December 31, 2004.  9.18Non-reduction
fee  (a)On each Quarter Date, if the Company has
not by that Quarter Date irrevocably reduced (by way of prepayment and
cancellation) aggregate outstandings under the Notes (excluding, for the
avoidance of doubt, any Make-Whole Notes) and the Revolving Facility to the
Relevant Amount (or less), then the Company shall pay to each Noteholder, a
non-reduction fee to be calculated at the rate of 0.625% of the principal
amount outstanding in respect of the Notes and the Make-Whole Notes held by
that Noteholder on that Quarter Date.  (b)For the purposes of paragraph (a) above:  (i)Quarter Date
means 1 October 2004, and each 1 January, 1 April, 1 July, and 1 October
thereafter; and  (ii)Relevant Amount
means the aggregate principal amount outstanding under the Notes  (excluding, for the avoidance of doubt, any
Make-Whole Notes) and the Revolving Facility at  
   close of business (London time) on 28May
2004, less US$180,000,000 (or its equivalent in other currencies).  9.19Non-refinancing fee  On 1 April 2005, and on each anniversary of
that date, the Company shall pay to each Noteholder, a non-refinancing fee
calculated at the rate of 1.25% of the principal amount outstanding in respect
of the Notes and the Make-Whole Notes held by that Noteholder on that date (or,
as applicable, the appropriate anniversary of that date).  5.In Section 10.3(b), the word and shall be
deleted at the end of sub-section (xiii), the period at the end of sub-section
(xiv) shall be replaced by ;, and the following new sub-sections shall be
inserted as follows:  (xv)the WW Subordinated Facility;  (xvi)the New Rosenthal Facility; and  (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
other currencies)..  6.In Section 10.3(c) the word or shall be
deleted from the end of sub-section (i), the period at the end of sub-section
(ii) shall be deleted and replaced with ; or and the following new
sub-section (iii) shall be inserted as follows:  (iii)the WW
Subordinated Facility, to the extent (and only to the extent) the net proceeds
of an equity issue which are raised after 28 May, 2004 are used to so prepay
the WW Subordinated Facility (either in whole or in part), provided that the
terms of that equity issue do not require any amendment to the terms of this
Agreement, the other Note Documents or the Revolving Facility..  7.In sub-section (a) of Section 10.10 the
words , other than the exercise of the EI Pre-emption Right shall be added at
the end.  8.In Section 10.16 the word and shall be
deleted from the end of sub-section (a), the period at the end of sub-section
(b) shall be replaced by ; and and the following new sub-section (c) shall be
inserted as follows:  (c)will procure that any exercise of the EI
Pre-emption Right receives the prior written consent of all the Noteholders..  9.The existing Section 10.19(a) shall be
deleted and replaced with:  (a)Except as permitted below (and subject to
Section 9.15(b)), no member of the Group may declare, make or pay any dividend
(or interest on any unpaid dividend) charge, fee or other distribution (whether
in cash or in kind) on or in respect of its share capital (or any class of its
share capital), other than (in the case of any member of the Group other than
the Company and Waterford  
   Wedgwood U.K. plc) where such payment is
made in full to another member of the Group..  10.In Section 12(b) the words or any fees
payable to the Noteholders shall be inserted after the words or Make-Whole
Note.  11.In Section 18.1(b)(iii) the word or shall
be inserted after the words Section 18,  and the words or Schedule D at the
end of such Section shall be deleted.  12.In Schedule B (Defined Terms), the
definition of Note Documents
shall be amended by inserting the words , the Amendment and Consent Agreement
after the words the Restatement Agreement.  and the
following definitions shall be added in alphabetical order:  Additional Subordinated
Facility means any facility provided to the Company which is
subordinated to the Note Documents and the Revolving Facility on the same
terms, and otherwise containing terms regarding the payment of interest and
other amounts in kind.  Amendment and Consent
Agreementmeans the Amendment and Consent Agreement between the Company, the Issuer, the
Restricted Entity Guarantors, the Security Providers and the Noteholders, dated
May 28, 2004.  EI Preference Share
Agreement means the agreement dated 16 January, 2004 between, inter
alia, Waterford Crystal Limited, Waterford Wedgwood Group PLC, Waterford Glass
Nominees Limited and Enterprise Ireland, under the terms of which preference
shares in Waterford Crystal Limited are allotted to Enterprise Ireland.  EI Preference Shares
means the preference shares in Waterford Crystal Limited allotted to Enterprise
Ireland on the terms of the EI Preference Share Agreement.  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.  New Rosenthal Facilitymeans
a facility to be dated on or before 30th June, 2004 for up to
7,500,000 to be provided to Rosenthal AG and its Subsidiaries, and with no
recourse to any other member of the Group and containing provisions regarding
the payment of interest and other amounts in kind.  Subordination Deed
means the subordination deed dated on or about 28 May, 2004 between the
Company, Anglo Irish Bank Corporation plc as lender under the WW Subordinated
Facility, the Governor and Company of the Bank of Ireland as agent under the
Revolving Facility, the Security Trustee and the holders of the Notes, which
sets out the terms upon which the WW Subordinated Facility is subordinated to
the Revolving Facility and the Note Documents.  
   U.S. Disposal
means the disposal of the shares or business of the U.S. Disposal Companies.  U.S. Disposal Companiesmeans
All-Clad USA, Inc. and each of its Subsidiaries (other than Spring USA Inc.)  WW Subordinated Facility
means the facility for up to 32,500,000 (excluding capitalised interest and
other amounts capitalised) dated on or about 28 May, 2004 provided to the
Company by Anglo Irish Bank Corporation plc, which is subordinated to the Note
Documents and the Revolving Facility on the terms set out in the Subordination
Deed.  13.Amendments
to Schedule D (Financial Covenants).  13.1In Section 1.1 (Definitions), the
definition of Consolidated Adjusted EBITDA
shall be amended by deleting the word and from the end of sub-section (c),
deleting the period at the end of sub-section (d) and replacing it with ;
and, and a new sub-section (e) shall be inserted as follows:  (e)adding back any cumulative non-cash
provision releases after 31 March 2004.  13.2In Section 1.3 (Gearing), the multiples for
the financial quarters ending 30th June, 2004 to 31st March, 2006 (inclusive)
shall be deleted and replaced with:  MultiplesPeriod (Financial quarter
  ending)
  
  Pre U.S. Disposal
  
  Post U.S. Disposal30th June, 2004
  
  3.25
  
  1.3030th September, 2004
  
  3.85
  
  1.5531st December, 2004
  
  3.30
  
  1.3031st March, 2005
  
  3.35
  
  1.2030th June, 2005
  
  5.80
  
  2.0530th September, 2005
  
  5.60
  
  2.0031st December, 2005
  
  4.00
  
  1.5031st March, 2006
  
  3.70
  
  1.25
  .  13.3In Section 1.4 (Total Net Debt to Adjusted
EBITDA), the multiples for the Accounting Dates ending 30th June, 2004 to 31st
March, 2006 (inclusive) shall be deleted and replaced with:  MultiplesAccounting Date
  
  Pre U.S. Disposal
  
  Post U.S. Disposal30th June, 2004
  
  13.90
  
  9.5530th September, 2004
  
  10.15
  
  8.1031st December, 2004
  
  8.25
  
  7.3031st March, 2005
  
  8.70
  
  9.9530th June, 2005
  
  12.05
  
  16.9530th September, 2005
  
  8.60
  
  9.4531st December, 2005
  
  6.10
  
  6.1031st March, 2006
  
  4.80
  
  4.30
  .  
   13.4In Section 1.5 (Senior Net Debt to Adjusted
EBITDA), the multiples for the Accounting Dates ending 30th June, 2004 to 31st
March, 2006 (inclusive) shall be deleted and replaced with:  MultiplesAccounting Date
  
  Pre U.S. Disposal
  
  Post U.S. Disposal30th June, 2004
  
  8.70
  
  3.8530th September, 2004
  
  6.70
  
  3.8531st December, 2004
  
  5.20
  
  3.0031st March, 2005
  
  5.20
  
  3.4030th June, 2005
  
  7.50
  
  7.7030th September, 2005
  
  5.55
  
  4.4531st December, 2005
  
  3.60
  
  2.2031st March, 2006
  
  2.60
  
  1.00
  .  13.5In Section 1.6 (Interest Cover), the
multiples for the Accounting Dates ending 30th June, 2004 to 31st March, 2006
(inclusive) shall be deleted and replaced with:  MultiplesAccounting Date
  
  Pre U.S. Disposal
  
  Post U.S. Disposal30th June, 2004
  
  1.15
  
  1.1530th September, 2004
  
  1.85
  
  1.7531st December, 2004
  
  2.20
  
  2.0531st March, 2005
  
  2.05
  
  1.6530th June, 2005
  
  1.55
  
  1.1530th September, 2005
  
  2.30
  
  2.1031st December, 2005
  
  2.80
  
  2.7531st March, 2006
  
  3.20
  
  3.25
  .  
   13.6In Section 1.7 (Cashflow to Total Debt
Service), the multiples for the Accounting Dates ending 30th June, 2004 to 31st
March, 2006 (inclusive) shall be deleted and replaced with:  MultiplesAccounting Date
  
  Pre U.S. Disposal
  
  Post U.S. Disposal30th September, 2004
  
  N/A
  
  N/A31st December, 2004
  
  0.25
  
  0.1531st March, 2005
  
  1.40
  
  1.4530th June, 2005
  
  0.85
  
  0.0530th September, 2005
  
  1.00
  
  0.9031st December, 2005
  
  1.00
  
  1.0031st March, 2006
  
  1.00
  
  1.00
  .  13.7A new Section 1.11 (Subordinated
Facilities) shall be inserted as follows:  1.11Subordinated
Facilities  (a)For the purposes of calculating the
financial covenants set out in this Schedule D (Financial Covenants), the
amounts (including any amount capitalised) outstanding under the following
shall be excluded from borrowings calculations:  (i)the WW Subordinated Facility;  (ii)the New Rosenthal Facility; and  (iii)any Additional Subordinated Facility.  (b)For the purposes of calculating the
financial covenants set out in this Schedule D (Financial Covenants), the
following shall be excluded (and the financial covenants shall be calculated as
if the following were not payable and had not been paid, even if they are
payable or have been paid):  (i)the pay-in-kind (PIK)
interest incurred under the WW Subordinated Facility;  (ii)the PIK interest incurred under the New Rosenthal
Facility;  (iii)the PIK interest incurred under any Additional
Subordinated Facility; and  (iv)any fees payable under Section 9.18 (Non-reduction
fee) and/or Section 9.19 (Non-refinancing fee).  
   (c)For the purposes of testing the Cashflow to
Total Debt Service financial covenant in Section 1.7 (Cashflow to Total Debt
Service) the cash flow from the following facilities shall form part of
Consolidated Cashflow:  (i)the WW Subordinated Facility;  (ii)the New Rosenthal Facility; and  (iii)any Additional Subordinated Facility..  13.8A new Section 1.12 (U.S. Disposal) shall be
inserted as follows:  1.12U.S.
Disposal  (a)The financial covenant multiples for the eight
financial quarters ending 31st March, 2006 will be presented on two separate
scenarios, one scenario excluding the U.S. Disposal Companies (captioned Post
U.S. Disposal) and one scenario including the U.S. Disposal Companies
(captioned Pre U.S. Disposal).  (b)Until completion of the U.S. Disposal, the financial
covenants contained in this Schedule D shall be measured against the scenario
including the U.S. Disposal Companies.  (c)On each date following the sale of the U.S. Disposal
Companies on which the financial covenants fall to be tested, the financial
covenants contained in this Schedule D will be tested for the relevant
Measurement Period on the basis of the scenario excluding the U.S. Disposal
Companies (for the whole of that Measurement Period), and the actual results
for the Group will be adjusted to exclude the U.S. Disposal Companies for that
and subsequent Measurement Periods.  (d)The financial covenants in this Schedule D for the
post U.S. Disposal scenarios have been set on the basis that the net proceeds
of the U.S. Disposal are 160,000,000. To the extent that the net proceeds from
the U.S. Disposal are more or less than 160,000,000, the financial covenants
under the post U.S. Disposal scenario shall be readjusted either upwards or
downwards (as appropriate) on the same basis as was used in calculating the
changes to the financial covenants which were effected by the Amendment and
Consent Agreement..  
   EXHIBIT
B  CONDITIONS
PRECEDENT  1.Interpretation. Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth
in the Note Purchase Agreements (as amended by this Amendment). For the
purposes of this Exhibit, the term Obligors
shall include the Issuer, the Company, the Restricted Entity Guarantors and the
Security Providers.  2.Representations and Warranties. 
The
representations and warranties contained in Section 6 of this Amendment shall
be true and correct on and as of the Effective Date.  3.No Default. 
Save for any Default or Event of Default relating to the late
delivery of the Companys budget for financial year 2005 waived in Clause 2(B)
of this Amendment, no Default
or Event of Default shall have occurred and be continuing on the Effective
Date.  4.Executed Counterparts. Counterparts of this Amendment,
duly executed by the Company, the Issuer, the Restricted Entity Guarantors, the
Security Providers and the Noteholders, shall have been delivered to the
Noteholders.  5.Compliance Certificates.  (a)Issuer Officers Certificate.  The Issuer shall have delivered to the Noteholders
an Officers Certificate, dated as at the Effective Date, certifying that the
conditions specified in Clauses 2 and 3 above have been fulfilled in respect of
the Issuer.  (b)Issuer Secretarys Certificate.  The Issuer shall have delivered to the Noteholders
a certificate of its secretary or an assistant secretary (or an equivalent
officer) certifying as to the constitutional documents and resolutions attached
thereto and other corporate proceedings relating to the authorization,
execution and delivery of the Amendment, in form and substance reasonably
satisfactory to the Noteholders and their special counsel.  (c)Company Officers Certificate.  The Company shall have delivered to the
Noteholders an Officers Certificate, dated as at the Effective Date,
certifying that the conditions specified in Clauses 2 and 3 above have been
fulfilled in respect of the Company.  (d)Company Secretarys
Certificate.  The Company shall have
delivered to the Noteholders a certificate of its secretary or an assistant secretary
(or an equivalent officer) certifying as to the constitutional documents and
resolutions attached thereto and other corporate proceedings relating to the
authorization, execution and delivery of the Amendment, in form and substance
reasonably satisfactory to the Noteholders and their special counsel.  6.Legal Opinions. 
The Noteholders shall have received the opinions addressed to them (or
to the Security Trustee on their behalf) set out below, dated as at the
Effective Date, in form and substance satisfactory to the Noteholders and
covering such matters  
   relating to the Amendment and the Amended and
Restated Note Purchase Agreements as the Noteholders or their special counsel
may reasonably request:  (i)from Clifford Chance, as to matters of English
law; (ii)from Clifford Chance, as to matters of German
law; (iii)from Clifford Chance, as to matters of Japanese
law; (iv)from William Fry, as to matters of Irish law. (v)from Pullman & Comley, LLC, as to matters
of New York and Delaware law; (vi)from Anderson Mori, as to matters of Japanese
law; (vii)from Morgan, Lewis & Bockius LLP, as to
matters of Pennsylvania law; (x)from Barnes & Thornburg, as to matters of
Illinois law; (ix)from Clayton Utz, as to matters of Australian
law; and (x)from A&L Goodbody, as to matters of Irish
law.  7.Amendment to Revolving Facility. 
The Noteholders shall have received evidence that the parties to Third
Amendment Agreement related to the amendment of the Revolving Facility, have
agreed to amend the terms of the Revolving Facility on substantially the same
terms as set out in this Agreement.  8.Payment of Fees, Costs and Expenses. 
Without limiting the provisions of Section 16.1 of the Amended and
Restated Note Purchase Agreements, the Issuer shall have paid on or before the
Effective Date, the accrued fees, charges and disbursements of the Noteholders
and their advisers, including special counsel to the Noteholders.  9.Corporate Documents. The following documents shall have
been delivered to the Noteholders in form and substance reasonably satisfactory
to the Noteholders:  9.1All Obligors except
Waterford Wedgwood GmbH:  A copy
of the memorandum and articles of association and certificate of incorporation
(or equivalent constitutional documents) of each Obligor (except for Waterford
Wedgwood GmbH), or if the Noteholders already have a copy, a certificate of an
authorised signatory of such Obligor confirming that the copy in the
Noteholders possession is still correct, complete and in full force and effect
as at a date no earlier than the Amendment and that no changes have been made
thereto since November 26, 2003.  9.2Company  A copy
of a resolution of the board of directors of the Company:  (a)approving the terms of, and the
transactions contemplated by, the Amendment, the WW Subordinated Facility and
the Subordination Deed and resolving that it executes the Amendment, the WW
Subordinated Facility and Subordination Deed and any other document required to
be executed on its behalf in connection with the Amendment;  (b)authorising a specified person or persons
to execute the Amendment, the WW Subordinated Facility and the Subordination
Deed and any such other document; and  
   (c)authorising a specified person or persons,
on its behalf, to sign and/or despatch all other documents and notices to be
signed and/or despatched by it under or in connection with the Amendment, the
WW Subordinated Facility and the Subordination Deed;  (d)a specimen of the signature of each person
authorised by the resolution referred to in Clause 9.2(a) above; and  (e)a certificate of an authorised signatory of
the Company certifying that each copy document provided under this Exhibit B to
the Amendment is correct, complete and in full force and effect as at a date no
earlier than the date of the Amendment.  9.3Obligors (other than the
Company):  (a)A copy of a resolution of the board of
directors of each Obligor ((other than Clad Metals, L.L.C. and All-Clad
Metalcrafters, L.L.C. (the US LLCs)
the Companyand Waterford Wedgwood GmbH) (or, in
the case of Waterford Wedgwood Japan Limited, a copy of a resolution of the
general meeting of shareholders):  (i)approving the terms of, and the
transactions contemplated by, the Amendment and resolving that it executes the
Amendment;  (ii)authorising a specified person or persons
to execute the Amendment on its behalf; and  (iii)authorising a specified person or persons,
on its behalf, to sign and/or despatch all other documents and notices to be
signed and/or despatched by it under or in connection with the Amendment;  (b)a copy of a resolutionof the
sole member of each US LLC:  (i)approving the terms of, and the
transactions contemplated by, the Amendment to be entered into by the US LLC of
which it is the member and resolving that such US LLC execute the Amendment;  (ii)authorising a specified person or persons
to execute the Amendment on behalf of the US LLC; and  (iii)authorising a specified person or persons,
on behalf of the US LLC, to sign and/or despatch all other documents and
notices to be signed and/or despatched by it under or in connection with the
Amendment;  (c)a copy of a resolution, signed by all the
holders of the issued or allotted shares in each Obligor (other than the
Company, the Obligors incorporated in the USA (unless such
resolution is required by such Obligors constitutional documents), Waterford
Wedgwood GmbH, Josiah Wedgwood & Sons (Aust) Pty Ltd andWaterford
Wedgwood Japan Limited) approving the terms of, and the transactions
contemplated by, the Amendment;  (d)a specimen of the signature of each person
authorised by the resolution referred to in Clause 9.3(a) and (b)above;  
   9.4in the case of Waterford Wedgwood GmbH:  (a)a certificate confirming certain matters
relating to the constitutional documents, shareholders and authorised
signatories of Waterford Wedgwood GmbH;  (b)a copy of the resolution of the
shareholders of Waterford Wedgwood GmbH approving the terms of, and the
transactions contemplated by, the Amendment and resolving that it executes the
Amendment;  (c)in the event only that the transactions
referred to in this sub-clause (iii) are not executed, signed/dispatched by
representatives duly authorised to act for Waterford Wedgwood GmbH according to
the commercial register extract and in accordance with their respective
corporate authorisation, a copy of a power of attorney validly granted by
Waterford Wedgwood GmbH authorising a specified person or persons to execute
the Amendment on its behalf and authorising a specified person or persons, on
its behalf, to sign and/or despatch all other documents and notices to be
signed and/or despatched by it under or in connection with the Amendment; and  (d)a specimen signature of each person
authorised by the power of attorney referred to under sub-clause (iii) above;  9.5in the case of an Obligor incorporated in
the USA (other than a US LLC):  A
certificate of the secretary or a director of that Obligor certifying that:  (a)such Obligor has neither instructed nor
authorised institution of any proceeding for the dissolution or liquidation of
that Obligor and to its knowledge, no such proceeding has been threatened
against that Obligor; and  (b)that Obligor is duly incorporated and
validly existing in good standing under the laws of its state of incorporation;
and  (c)a certificate of good standing obtained
from the Secretary of State of its jurisdiction of incorporation (other than
for All-Clad Holdings, Inc.);  9.6in the case of a US LLC:  (a)a certificate of the secretary of that US
LLC certifying that:  (i)the relevant US LLChas neither instructed nor
authorised institution of any proceeding for the dissolution or liquidation of
that US LLC and to its knowledge, no such proceeding has been threatened
against that Obligor; and  (ii)the relevant US LLC is duly formed and
validly existing in good standing under the laws of its state of formation; and  (b)a certificate of good standing obtained
from the Secretary of State of its jurisdiction of formation;and  9.7in the case of Waterford Wedgwood Japan
Limited, a certified copy of its Commercial Register, or if the Noteholders
already have a copy, a certificate of an authorised signatory of such Obligor
confirming that the copy in the Noteholders possession is still correct,
complete and in full force and effect as at a date no earlier than the
Amendment and that no changes have been made thereto since November 26, 2003.  
   10.Solvency Certificates.  Each Obligor (except for Josiah Wedgwood
& Sons (Aust) Pty Ltd, All Clad USA Inc., WW Acquisitions (Delaware) Corp.,
Waterford Wedgwood Linens, Inc. and Waterford Wedgwood Partners) shall have
delivered a certificate in form and substance satisfactory to the Noteholders
confirming the Solvency of such Obligor.  11.Subordinated Debt. Evidence that at least
32,500,000 is received by the Company (acknowledging that an amount in respect
of fees and expenses relating to the WW Subordinated Facility may be deducted
from this amount on disbursement) from Anglo Irish Bank Corporation plc under
the WW Subordinated Facility by 2pm (London time) on 28 May, 2004 for value
that date, contemporaneously with the Noteholders providing confirmation that
all other conditions precedent provided under this Exhibit B have been
satisfied.  12.Other Documents and Agreements.The
Noteholders shall have received the following documents duly executed by the
parties thereto on terms satisfactory to the Noteholders and evidence of the
satisfaction of all conditions precedent thereof and the existence of no
defaults thereunder:  (a)The Subordination Deed, duly
executed by the parties thereto;  (b)The WW Subordinated Facility,
duly executed by the parties thereto;  (d)The Note Co-ordinators Letter
dated as of May 28, 2004 by and between the Company, Bingham McCutchen LLP and
Houlihan Lokey Howard & Zukin (Europe) Limited; and  (e)The Houlihan Lokey Howard
& Zukin (Europe) Limited Engagement Letter dated as of May 6, 2004 by and
between Bingham McCutchen LLP and Houlihan Lokey Howard & Zukin (Europe)
Limited and acknowledged by the Company.