Exhibit
2.21  CONFORMED VERSION   WATERFORD WEDGWOOD PLC
WATERFORD WEDGWOOD FINANCE, INC.  
  AMENDMENT AND CONSENT AGREEMENT  
   DATED July 23, 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
July 23, 2004  THIS AMENDMENT AND CONSENT AGREEMENT,
dated July 23, 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)
for itself and on behalf of 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, WATERFORD WEDGWOOD FINANCE, INC., a
corporation organized under the laws of the State of Delaware (the Issuer),
and all those Persons named as Noteholders on Schedule 1 attached hereto
(together with any transferees of the Notes, the Noteholders).
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 and restated pursuant to an Amendment
and Restatement Agreement dated as of November 26, 2003 and as further
amended by an amendment and consent agreement dated May 28, 2004 (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 (for itself and on behalf of the
Restricted Entity Guarantors and the Security Providers) desires to ratify  
   and affirm its and their
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 provide the consents set out below and 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 (for itself and on behalf of the
Restricted Entity Guarantors and the Security Providers) and the Noteholders
agree as follows:  1.Amendments
of Note Purchase Agreements. The Issuer, the Company and the Noteholders hereby agree the Note
Purchase Agreements shall be amended as follows:  (A)
Section 10.14(b)(iv) shall be amended by replacing the words loans made
by Obligors to non-Obligors with the words loans made by non-Obligors to
Obligors.  (B) In Schedule B
(Defined Terms), (i) the definition of Security
Documents shall be amended by inserting the words (other than any
agreement, instrument or document in respect of which all guarantees and security
created by such agreement, instrument or document have been released by the
Security Trustee in accordance with the terms of the Intercreditor Agreement)
after the words to this Agreement and (ii) the definition of Security Providers shall be amended by
inserting the words (other than a Lien that has been released by the Security
Trustee in accordance with the terms of the Intercreditor Agreement) after the
words is not an Obligor.  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 Amendment 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
and Waivers.  (A)The
Noteholders hereby consent to the acquisition by the Company from Ballygunner
Holdings, an unlimited liability company organized under the laws of the
Republic of Ireland (Ballygunner),
of the beneficial and/or legal ownership of all the shares currently held by
Ballygunner of All-Clad USA, Inc. and all of its direct and indirect
subsidiaries (other than Spring USA, Inc.) (the All-Clad Transfer).  (B)The
Noteholders hereby consent to the incurring of indebtedness by the Company
under, and the lending constituted by, the Ballygunner Payable and the WW
On-Loan (each as defined in the request letter attached as Exhibit B hereto),
notwithstanding the terms of Sections 10.3(Limitations
on Restricted Entity Indebtedness) and 10.14 (Loans Out) of the Note Purchase
Agreements.  (C)The
Consents given in Sections 2(A) and 2(B) above are given on the conditions
that:  
   (i)neither Ballygunner nor Waterford
Wedgwood Luxembourg S.a.r.l. (WW Lux)
has, as at any time during the period from and including the date of this
Amendment until the irrevocable application of the net proceeds of the proposed
disposal of the shares in All-Clad USA, Inc. to SEB SA in the prepayment and
permanent reduction of the Senior Facilities, any creditors which are not
members of the Group;  (ii)Ballygunner
has no creditors (other than Ballytruckle Holdings in an amount not in excess
of 1,035,000) and WW Lux has only two creditors (being Statum Limited in an
amount not in excess of US$30,000 and Ballygunner);  (iii)neither
Ballygunner nor WW Lux have traded and nor will any of those companies incur
any liabilities as a result of the arrangements described in Sections 2(A) and
2(B) of this Amendment (save for fees, costs and expenses of professional
advisers in connection with such arrangements);  (iv)neither Ballygunner nor WW
Lux will trade prior to the Senior Debt Discharge Date (as defined in the
Intercreditor Agreement); and  (v)Ballygunner
does not incur any Financial Indebtedness prior to the Senior Debt Discharge
Date (other than as in existence at the date of this Agreement).  (D)The
Noteholders hereby waive, effective immediately upon execution of this
Amendment by the parties hereto:  (i)any
breach of the representation made in Section 6(A) of the Amendment and
Consent Agreement dated May 28, 2004, arising solely as a result of Waterford
Wedgwood Partners being at the time the Amendment and Consent Agreement dated
May 28, 2004 was executed, a partnership under the Illinois Uniform Partnership
Law and not a corporation or limited liability company.  (ii)any
breach of the representation made in Section 6(C) of the Amendment and
Consent Agreement dated May 28, 2004, arising solely by virtue of the fact that
the Security Providers were not, at the time the Amendment and Consent
Agreement dated May 28, 2004 was executed, party to and did not have
obligations under the Note Purchase Agreements.  3.Reaffirmation
of Guarantees.  The Company (for
itself and on behalf of the Restricted Entity Guarantors and the Security
Providers) as at the Effective Date hereby:  (A)acknowledges,
ratifies and reaffirms all of its and their 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 Section 1
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 A 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 (other than Waterford Wedgwood Partners) is a corporation or
limited liability company duly and validly existing under the jurisdiction of
its incorporation or organisation. Waterford Wedgwood Partners is a partnership
duly formed under the Illinois Uniform Partnership Law.  (B)Power
and Authority.  The Company, the
Issuer, each Restricted Entity Guarantor, and each Security Provider have the
requisite corporate, partnership 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, and the Restricted Entity Guarantors, and this
Amendment constitutes the legal, valid and binding obligations of each Security
Provider, in each case, 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 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.  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.  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 Agreements. 
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 Amendment 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.  
   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 DOWLINGFor itself and on
  behalf of the Restricted Entity Guarantors named on Schedule 2 and the
  Security Providers named on Schedule 3  
   THE PRUDENTIAL INSURANCE COMPANY OF AMERICABy:
  /s/ GWENDOLYN FOSTERCONNECTICUT
  GENERAL LIFE INSURANCE COMPANYBy CIGNA Investments, Inc. (authorized agent)By:
  /s/ STEPHEN A. OSBORNALLSTATE LIFE INSURANCE COMPANYBy:
  /s/ JEFFREY CANNONBy:
  /s/ JERRY D. ZINKULAMODERN WOODMEN OF AMERICABy:
  /s/ CLYDE C. SCHOEKTHE STATE LIFE INSURANCE COMPANYby American United Life Insurance Company its agentBy:
  /s/ CHRISTOPHER D.
  PAHLKEAMERICAN UNITED LIFE INSURANCE COMPANYBy:
  /s/ CHRISTOPHER D.
  PAHLKE  
   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  
   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  CONDITIONS
PRECEDENT  1.Interpretation. Capitalized terms used in
this Exhibit 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. 
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 (for itself and on behalf of the Restricted
Entity Guarantors and the Security Providers), the Issuer and the Noteholders, shall have been delivered to the
Noteholders.  5.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 and the Subordination
Deed, in form and substance reasonably satisfactory to the Noteholders and
their special counsel (including, without limitation, specimen signatures of
each person authorised on behalf of the Company to execute or witness the
execution of the Amendment and the Subordination Deed, or to sign or send any
document or notice in connection with those documents and a certificate of an
authorised signatory of the Company certifying that each copy document
previously provided is correct, complete and in full force and effect and that
the constitutional documents provided are the most recent and complete set).  
   (e)Ballygunner Secretarys Certificate.
Ballygunner 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 documents related to the Subordination Deed and the Luxembourg Security
Document (both as defined below), in form and substance reasonably satisfactory
to the Noteholders and their special counsel (including, without limitation,
(i) specimen signatures of each person authorised on behalf of the Balygunner
to execute or witness the execution of the Luxembourg Security Agreement and
the Subordination Deed, or to sign or send any document or notice in connection
with those documents, (ii) a certificate of an authorised signatory of the
Company certifying that each copy document previously provided is correct,
complete and in full force and effect and (iii) the constitutional documents of
Ballygunner).  (f)WW Lux Secretarys Certificate. WW Lux 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
documents related to the Luxembourg Security Document, in form and substance
reasonably satisfactory to the Noteholders and their special counsel
(including, without limitation, (i) specimen signatures of each person
authorised on behalf of the WW Lux to execute or witness the execution of the
Luxembourg Security Agreement, or to sign or send any document or notice in
connection with that document, (ii) a certificate of an authorised signatory of
WW Lux certifying that each copy document previously provided is correct,
complete and in full force and effect and (iii) the constitutional documents of
WW Lux).  (g)Certificates from each of WW Lux and
Ballygunner confirming the conditions set out in Section 2(C) of this
Amendment.  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, the Subordination Deed and the
Luxembourg Security Document as the Noteholders or their special counsel may
reasonably request:  (i)AL Goodbody as to Irish law (ii)Allen & Overy Luxembourg as to Luxembourg
law (iii)Clifford Chance as to English law (iv)William Fry as to Irish law  7.Amendment to Revolving Facility. 
The Noteholders shall have received evidence that the parties to Fourth
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 Amendment.  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 or shall have
provided evidence of the planned payment of such fees from the proceeds of the
U.S. Disposal.  
   9.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)A
Subordination Deed by and between Ballygunner, the Company, the Agent for the
Finance Parties, the Security Trustee and the Noteholders, duly executed by the
parties thereto, (theSubordination Deed);
and  (b)The
Luxembourg Security Document by and between Ballygunner, WW Lux and the
Security Trustee, duly executed by the parties thereto (the Luxembourg Security Document).  (c)Irrevocable
authorisation from (i) WW Lux instructing Bank of Ireland to automatically
transfer all disposal proceeds received by WW Lux arising from the sale of the
shares in All-Clad USA, Inc. to an account in the name of Ballygunner held with
Bank of Ireland, immediately upon their receipt; and (ii) Ballygunner
instructing Bank of Ireland to automatically transfer all amounts received from
WW Lux pursuant to (i) above to an account in the name of the Company held with
Bank of Ireland, immediately upon receipt.  
   EXHIBIT
B  REQUEST
LETTER  (see attached)