Exhibit 2.23  CLIFFORD
  
  LIMITED LIABILITY PARTNERSHIPCHANCE  EXECUTION VERSION   DATED 30 SEPTEMBER 2004   WATERFORD WEDGWOOD PLC  THE COMPANIES LISTED IN THIS DEED AS SUBSIDIARY OBLIGORS  BURDALE FINANCIAL LIMITED AS SECURITY TRUSTEE  THE BANK OF NEW YORK, LONDON  AS HIGH YIELD BONDS TRUSTEE  AND  THE CREDITORS   
  INTERCREDITOR
AND SECURITY TRUST AGREEMENT  
  
   CONTENTS  Clause1.
  Interpretation, Definitions and Construction2.
  Ranking3.
  Nature of Parties Rights and
  Obligations4.
  Provisions Relating to the HY Bonds5.
  Subordination on Insolvency6.
  Turnover7.
  Protection of Subordination8.
  Pre-Enforcement Entitlements9.
  Enforcement of Security10.
  Post-Enforcement
  Distributions11.
  Security12.
  Representations of the Obligors13.
  Undertakings14.
  Changes to the Parties15.
  Modification of Facilities,
  Security Documents and/or this Deed16.
  Appointment
  of Security Trustee17.
  Power of Attorney18.
  Appointment
  and Rights of Receivers19.
  Termination20.
  Severability21.
  Counterparts22.
  Notices23.
  Governing Law24.
  EnforcementSCHEDULE 1
  The Subsidiary
  Obligors  
   Part IPart II HY Bond GuarantorsSCHEDULE 2
  The LendersSCHEDULE 3
  Accession MechanicsPart I Creditors
  Accession DeedPart II Obligors
  Accession DeedSCHEDULE 4
  Security TrustSCHEDULE 5
  Rights of ReceiversSCHEDULE 6
  Security documents  
   THIS DEEDis made by way of deed on 30
September 2004  BETWEEN:  (1)WATERFORD
WEDGWOOD PLC(a company incorporated in the
Republic of Ireland with registered number 11861) (the Company);  (2)THE
SUBSIDIARIES OF THE COMPANYlisted in Part I of
Schedule 1 (The Subsidiary Obligors)
together with any person who accedes to this Deed as a Subsidiary Obligor in
accordance with Clause 14 (Changes to the
Parties) (the Subsidiary Obligors);  (3)THE
SUBSIDIARIES OF THE COMPANY listed in Part II of
Schedule 1 (The Subsidiary Obligors),
together with any person who accedes to this Deed as the provider of an HY Bond
Guarantee in accordance with Clause 14 (Changes
to the Parties) (the HY Bond
Guarantors);  (4)BURDALE
FINANCIAL LIMITEDas intercreditor agent and
security trustee (the Security Trustee);  (5)THE
BANK OF NEW YORK, LONDON (the HY Bonds Trustee);  (6)THE
FINANCIAL INSTITUTIONSlisted in Schedule 2 (The Lenders) together with any person who
accedes to this Deed as a Senior Lender in accordance with Clause 14 (Changes to the Parties) (the Senior Lenders); and  (7)THE
FINANCIAL INSTITUTIONS as providers of Ancillary
Facilities which accede to this Deed as a Ancillary Bank in accordance with
Clause 14 (Changes to the Parties)
(the Ancillary Banks).  BACKGROUND  (A)This Deed is
supplemental to the Facilities.  (B)This Deed is
entered into in consideration of the mutual rights, covenants and obligations
set out herein.  IT IS AGREEDas follows:  1.INTERPRETATION, DEFINITIONS
AND CONSTRUCTION  1.1Definitions In this Deed:  Acceding Creditor means an institution
that becomes a Creditor after the date of this Deed in accordance with Clause
14 (Changes to the Parties).  Additional Obligor means a member of the
Group that becomes an Obligor after the date of this Deed in accordance with
Clause 14 (Changes to the Parties).  Agent means the agent under the Senior
Facility Agreement from time to time.  1 
   Ancillary Facility means any foreign
exchange contract or interest rate swap or commodity derivative arrangement or
other arrangement entered into with members of the Group by an Ancillary Bank
designed to protect members of the Group against fluctuations in currency
values or interest rates or commodity values or other similar exposures.  Business Day means a day (other than a
Saturday or a Sunday) on which banks are open for general business in London.  Charged Assets means any assets of the
Group charged under the Security Documents.  Conditions Precedent Document means the
conditions precedent described in Schedule 2 of the Senior Facility Agreement.  Commitments has the meaning given to that
term in the Senior Facility Agreement.  Consolidation has the meaning given to it
in Clause 9.1 (Crystallisation).  Contingent Indebtedness means at any time
in relation to a Facility, any contingent indebtedness owing by an Obligor to a
Creditor or Creditors under or with respect to that Facility at such time.  Credit Documents means each document
evidencing or creating a Facility, each Security Document and any other
document designated as such by the Security Trustee and the Company.  Creditor means a Senior Creditor or an HYB
Creditor.  Creditor Accession Deed means a memorandum
entered into pursuant to Clause 14 (Changes
to the Parties), which is substantially in the form set out in Part
1 of Schedule 3 (Accession Mechanics),
by which a party accedes to this Deed as a Creditor.  Debt means the Senior Debt or the HY Debt.  Disposal Premises means those Premises
listed in Schedule 8 to the Senior Facility Agreement.  Distributions means cash receipts or
distribution of assets from the Obligors, the proceeds of set-off and the proceeds
of the enforcement of security.  Enforcement Action means, in relation to
any Liability:  (a)the acceleration of such Liability or any declaration that such
Liability is prematurely due and payable (other than as a result of it becoming
unlawful for a Creditor to continue to perform its obligations under the
relevant Facility) or payable on demand;  (b)the making of any demand against the obligor of such Liability in
relation to any guarantee, indemnity or other assurance against loss in respect
of such  2 
   Liability or
exercising any right to require the obligor of such Liability to acquire such
Liability (including the exercise of any put or call option against the obligor
of such Liability for the redemption or purchase of such Liability);  (c)the exercise of any right of set-off against the obligor of such
Liability in respect of such Liability;  (d)the suing for, commencing or joining of any legal or arbitration
proceedings against the obligor of such Liability to recover such Liability;  (e)the entering into of any composition, assignment or arrangement with
the obligor of such Liability;  (f)the petitioning, applying or voting for, the taking of any steps
(including the appointment of any liquidator, receiver, administrator, examiner
or similar officer) in relation to the winding up, liquidation, dissolution,
administration, examination or reorganisation of the obligor of such Liability
or any suspension of payments or moratorium of any indebtedness of the obligor
of such Liability, or any analogous procedure or step in any jurisdiction
(including commencement of any case under Chapter 7 or Chapter 11 of the US
Bankruptcy Code); or  (g)the enforcement of any of the Security.  Enforcement Event means, following the
occurrence of a Senior Event of Default, the giving of notice to the Company by
the Senior Creditors for the Agent to accelerate the Senior Facilities or
following the Senior Debt Discharge Date an event of default which has occurred
and is continuing which results in a notice of acceleration of the HY Bond
Facility.  Enforcement Point means the earliest date
upon which:  (a)the Agent or a Senior Creditor (acting through the Instructing
Lenders) declares the indebtedness owing to the Senior Creditors to be
immediately due and payable in accordance with the terms of the relevant
Facilities;  (b)bankruptcy, insolvency or other similar proceedings (by petition,
application or otherwise) are commenced with respect to any Obligor; or  (c)any other Enforcement Action in respect of obligations of any
Obligor under any Credit Document is taken with respect to any Obligor by any
of the parties hereto following the occurrence of a default under that Credit
Document.  English Security Agreement means the
English law debenture dated on or around the date of this Deed between the
English Security Providers and the Security Trustee.  English Security Provider means each of
Waterford Wedgwood U.K. Plc, Josiah Wedgwood & Sons Limited, Statum Limited,
Waterford Wedgwood Retail Limited,  3 
   Wedgwood
Limited, Stuart & Sons Limited and Josiah Wedgwood & Sons (Exports)
Limited.  Environmental Approval means any
authorisation required by any Environmental Law.  Environmental Claim means any claim by any
person in connection with:  (a)a breach, or alleged breach, of an Environmental Law;  (b)any accident, fire, explosion or other event of any type involving
an emission or substance which is capable of causing harm to any living
organism or the environment; or  (c)any other environmental contamination.  Environmental Law means any law or
regulation concerning:  (a)the protection of health and safety;  (b)the environment; or  (c)any emission or substance which is capable of causing harm to any
living organism or the environment.  Exchange Rate means, in relation to a
currency to be converted for the purpose of any calculation required by this
Deed (Currency A), the spot rate of exchange of a bank selected by the Security
Trustee for the purchase of the currency into which Currency A is to be
converted (Currency B) at or about 11 am on either the day the calculation is
to be made or the day that Currency B is to be delivered (as appropriate).  Exposure means the principal or notional
amount owing (actually or contingently) to a Creditor by an Obligor with
respect to an Obligation at any time.  Facilities means the Senior Facilities and
the HY Bond Facility, and shall include in each case guarantees, security
documents and any other ancillary agreements, documents and instruments
relating thereto.  Finance Document has the meaning
ascribed to it in the Senior Facility Agreement.  Fixtures means all fixtures and fittings
and fixed plant and machinery on the Mortgaged Property.  German Security means any security assumed
and accepted by or through the Security Trustee or the Creditors, as the case
may be, pursuant to any German Security Document and held or administered by
the Security Trustee on behalf of or in trust for the Creditors hereunder and
any addition or replacement or substitution thereof.  German Security Documents means all
Security Documents governed by German law and German Security Document means any of them.  4 
   Group means the Company and its
subsidiaries.  HYB Creditor means the HY Bonds Trustee
(on behalf of itself and the HY Bondholders).  HY Bondholder means a holder of any HY
Bonds.  HY Bonds means the notes issued under the
HY Bond Indenture.  HY Bond Default means an Event of Default
(as defined in the HY Bond Indenture) related to a default in payment of any
amount due under the HY Bond Indenture or the HY Bonds (but only if, in the
case of any amounts not constituting principal or interest, such amounts exceed
500,000).  HY Bond Default Notice means a notice from
the HY Bonds Trustee or any HY Bondholder to the Security Trustee specifying
the event or circumstances of a HY Bond Default.  HY Bond Facility means the high yield bond
facility provided under the terms of the HY Bond Indenture.  HY Bond Finance Document means the HY
Bonds, the HY Bond Indenture and this Deed and shall include guarantees,
security documents and any other ancillary agreements, documents and instruments
relating thereto.  HY Bond Guarantee means a guarantee of the
obligations of the HY Bond Issuer under the HY Bonds and the HY Bond Indenture,
which is subordinated in right of payment to Liabilities arising in connection
with the Senior Debt.  HY Bond Indenture means the indenture
dated as of 1 December 2003 entered into between the relevant Obligors, the HY
Bonds Trustee and Kredietbank S.A. Luxembourgeoise as Luxembourg paying and
transfer agent.  HY Bond Issuer means the Company in its
capacity as issuer of the HY Bonds.  HY Bond Standstill Period means a period
of not less than 179 days after receipt of a HY Bond Default Notice by the
Security Trustee.  HY Bond Stop Notice means the notice
issued under Clause 4.3 (Payment blockage
under HY Bonds) by the Security Trustee specifying the relevant
Senior Default pursuant to which Permitted HY Bonds Payments are suspended.  HY Debt means all Liabilities payable or
owing by any Obligor to an HYB Creditor under or in connection with an HY Bond
Finance Document.  Insolvency Event has the meaning given to
it in Clause 5.1 (Subordination Events).  Insolvent Obligor has the meaning given to
it in Clause 5.1 (Subordination Events).  Instructing Group means the Instructing
Lenders.  5 
   Instructing Lenders means, at any relevant
time:  (a)if there are no Utilisations then outstanding in respect of the
Senior Facilities, a Senior Lender or Senior 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 Senior Lender or Senior Lenders whose
participations in the Utilisations then outstanding in respect of the Senior
Facilities aggregate more than 662/3% of all of such Utilisations then
outstanding,  provided that
if the Senior Facility Agreement provides for a different calculation for those
Senior Lenders in relation to a specific matter required to give instructions
to the Security Trustee or consents to be given then such alternative
calculation shall apply to determine Instructing Lenders under this Agreement
in relation to such specific matter.  Insured Property Assets means the Premises
and the Disposal Premises and all an English Security Providers other assets
of an insurable nature in the Premises and the Disposal Premises.  Intellectual Property Rights means:  (a)any know-how, right in confidential information, patent, utility
model, trade mark, service mark, right in design, internet domain name,
business name, rights in topographies, rights in inventions or equivalent or
similar rights;  (b)any copyright, database right or other intellectual property right
or equivalent or similar rights;  (c)any interest (including by way of licence) in any of the above; or  (d)any application (or right to apply) for any of the above,  in each case,
whether registered or not, wherever in the world existing, now or in the
future.  Liability means any present or future
liability (actual or contingent and whether incurred solely or jointly or in
any other capacity), including principal, interest, indemnities, advisers fees
and costs and expenses arising at any time both pre and post enforcement,
together with:  (a)any permitted novation, deferral or extension of that liability;  (b)any further advance which may be made under any agreement expressed
to be supplemental to any document in respect of that liability, together with
all related interest, fees and costs;  6 
   (c)any claim for damages or restitution in the event of rescission of
that liability or otherwise;  (d)any claim flowing from any recovery by a payment or discharge in
respect of that liability on the grounds of preference or otherwise; and  (e)any amount (such as post-insolvency interest, fees, costs, expenses
and other amounts) which would be included in any of the above but for its
discharge, non-provability, unenforceability or non-allowability in any
insolvency or other proceedings.  Limits means the amount of a Creditors
actual and potential liability in respect of principal or notional amounts
under an Obligation, including undrawn commitments.  Material Adverse Effect means a material
adverse effect on:  (a)the business or financial condition of any Obligor or the Group as a
whole;  (b)the ability of an Obligor to perform its obligations under any
Finance Document;  (c)the validity or enforceability of any Finance Document in any
material respect; or  (d)any material right or material remedy of a Finance Party in respect
of a Finance Document.  Material IPR means Intellectual Property
Rights which are from time to time (a) required to be used by any Security
Provider for the purpose of its business and operations; or (b) material in the
context of the business of a member of the Group.  Mortgaged Property means, in relation to
each English Security Provider, the freehold and leasehold property specified
in Schedule 2 (Mortgaged Property)
of the Debenture as set out under its name.  Obligations means the Liabilities owing to
the Creditors under the Facilities, including, without limitation, any amounts
in respect of fees, interest (including default interest), make-whole amounts,
breakage costs and any other amounts payable in respect thereof.  Obligor Accession Deed means each
memorandum to be entered into pursuant to Clause 14 (Changes to the Parties) which is substantially in the form
set out in Part 2 of Schedule 3 (Accession
Mechanics) by which a member of the Group accedes to this Deed as an
Additional Obligor.  Obligors means the Company, the Subsidiary
Obligors, any Additional Obligor, any other borrowers under, and guarantors of,
any of the Facilities, any Security Provider, the HY Bond Issuer, any HY Bonds
Guarantor.  7 
   Party means any party (by accession or
otherwise) to this Deed and Parties is to be construed accordingly.  Permitted HY Bonds Payments means the
payments permitted by Clause 4.2 (Permitted
payments under HY Bonds) for so long as they are permitted.  Pre-Enforcement Entitlement of a Senior
Creditor means, prior to an Enforcement Point, each Senior Creditors
entitlement calculated in accordance with Clause 8.1 (Pre-enforcement Entitlements).  Premises means all buildings and erections
included in the definition of Security Assets (as defined in the English
Security Agreement) but excluding the Disposal Premises.  Real Property means all freehold or
leasehold property included in the definition of Security Assets (as defined in
the English Security Agreement).  Realisation Account means the account
established by the Security Trustee pursuant to paragraph 2.2 of Schedule 4 (Security Trust).  Receiver means any receiver and manager or
other receiver (whether appointed pursuant to any Security Document, pursuant
to any statute, by a court or otherwise).  Refinancing means the completion of a
refinancing of the Senior Facilities.  Report on Title means any report or
certificate on title on the Mortgaged Property addressed and provided at the
request of the Security Trustee before the date of the English Security
Agreement or, in the case of any Mortgaged Property acquired after the date of
the English Security Agreement, its date of acquisition.  Security means the security granted under
the Security Documents.  Security Documents means such
documentation as is required to put the Security in place in form and substance
satisfactory to the Security Trustee and the Creditors with the Security
Documents as at the date of this Agreement being those set out in Schedule 6 (Security Documents).  Security Interest means any mortgage,
pledge, lien, charge, assignment, hypothecation or security interest or any
other security arrangement or agreement having a like effect.  Security Provider means any member of the
Group providing Security.  Senior Creditors means the Senior Lenders
and the Ancillary Banks and the Agent.  Senior Debt means all Liabilities payable
or owing by any Obligor to a Senior Creditor under or in connection with a
Senior Facility.  Senior Debt Discharge Date means the date
upon which all of the Senior Debt has been unconditionally and irrevocably paid
and discharged in full and all Commitments and Ancillary Facilities terminated,
as determined by the Security Trustee.  8 
   Senior Default means a Default as defined
in the Senior Facility.  Senior Event of Default means an Event of
Default as defined in the Senior Facility.  Senior Facility means any of the
facilities provided on the terms of the Senior Facility Agreement or any
Ancillary Facility, and includes any Refinancing of them.  Senior Facility Agreement means the
agreement dated [] September 2004 for the provision of, inter alia, (i) an
extended term loan facility, (ii) a receivables finance facility, (iii) a
revolving credit facility, (iv) an equipment loan facility, (v) a property loan
facility, (vi) the Senior Tranche B Facility and (vii) Ancillary Facilities
between (among others) the Obligors and the Senior Lenders from time to time.  Senior Payment Default means a payment
Default as defined in a Senior Facility.  Senior Tranche B Facility has the meaning
given to it in the Senior Facility Agreement.  Subsidiary means a subsidiary within the
meaning of section 736 of the Companies Act 1985, as amended by section 144 of
the Companies Act 1989, but excluding Wedgwood Museum Trust Limited
(incorporated in England with registered number 715537).  Tax means any tax, levy, import, duty or
other charge or withholding of a similar nature (including any related penalty
or interest).  Utilisation means a utilisation of a
Senior Facility.  1.2Construction (a)In this Deed, unless the contrary intention appears, a reference to:  (i)an amendment includes
a supplement, novation, restatement or re-enactment and amended is to be construed accordingly;  assets includes present and future
properties, revenues and rights of every description;  an authorisation includes an authorisation,
consent, approval, resolution, licence, exemption, filing, registration or
notarisation;  indebtedness includes any obligation (whether
incurred as principal or as surety) for the payment or repayment of money;  a person includes any person, firm, company,
corporation, government, state, agency, organisation, association, body,
department, trust, partnership (whether or not having separate legal
personality) or any other entity of any description;  a regulation includes any regulation, rule,
official directive, request or guideline (whether or not having the force of
law but, if not having  9 
   the force of
law, being of a type with which any person to which it applies is accustomed to
comply) of any governmental, inter-governmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or organisation;  (ii)a currency is a reference to the lawful currency for the time being
of the relevant country;  (iii)a
provision of law is a reference to that provision as extended, applied, amended
or re-enacted and includes any subordinate legislation;  (iv)a
Clause, sub-clause or a Schedule is a reference to a clause or sub-clause of,
or a schedule to, this Deed;  (v)a person includes its successors in title, permitted assigns and
permitted transferees;  (vi)a
time of day is a reference to London time.  (b)Unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a
calendar month and ending on the numerically corresponding day in the next
calendar month or the calendar month in which it is to end, except that:  (i)if the numerically corresponding day is not a Business Day, the
period will end on the next Business Day in that month (if there is one) or the
preceding Business Day (if there is not);  (ii)if there is no numerically corresponding day in that month, that
period will end on the last Business Day in that month; and  (iii)notwithstanding
paragraph (i) above, a period which commences on the first Business Day of a
month will end on the last Business Day in that calendar month.  (c)A reference to a Party will not include that Party if it has ceased
to be a Party under this Deed.  (d)  (i)Where there is any conflict between the terms of this Deed and any
other agreement (other than the HY Bond Indenture), the terms of this Deed shall
prevail and have priority over any such other agreement.  (ii)It is the intention of the parties that the following provisions of
the HY Bond Indenture and this Deed, respectively (including, for the purposes
of such provisions, the definitions contained in such agreements as used in
such provisions), shall be interpreted so that such provisions shall have the
same effect, notwithstanding the difference in governing law applicable to such
agreements and notwithstanding the use of differing words and expressions:  10 
   (A)Sections
10.5 and 12.5 of the HY Bond Indenture and Clause 4.3 (Payment Blockage under HY Bonds) of this
Deed, respectively;  (B)Sections 10.2 and 12.2 of the HY Bond Indenture and Clause 4.6 (Enforcement under the HY Bonds) and Clause
4.7 (HY Bond Standstill Periods)
of this Deed, respectively;  (C)Sections 10.3, 10.4, 12.3 and 12.4 of the HY Bond Indenture and
Clause 5.1 (Subordination Events)
of this Deed, respectively;  (D)Sections
10.4 and 12.4 of the HY Bond Indenture and Clause 6.1 (Non-permitted payment) of this Deed,
respectively;  (E)Section 11.5(a) of the HY Bond Indenture and paragraph (a) of Clause
11.7 (Issues relating to the interests of
the HYB Creditors) of this Deed, respectively; and  (F)Section 13.3(b)(1) of the HY Bond Indenture and Clause 11.6 (Release of Security) and paragraphs (b)
and (c) of Clause 11.7 (Issues relating to
the interests of the HYB Creditors) of this Deed, respectively.  (iii)If
there is any dispute as to the interpretation of the provisions contained in
Clauses 4 (Provisions relating to the HY
Bonds) to 6 (Turnover),
the provisions of the HY Bond Indenture shall prevail.  (e)The parties hereto agree that this Deed replaces the intercreditor
and security trust agreement between, among others, the Company and certain of
its Subsidiaries and the HY Bonds Trustee dated 26 November 2003.  2.RANKING  (a)In accordance with the terms of this Deed, the Debt and the Security
rank in the following order:  FirstSenior Debt;  SecondHY Debt.  (b)The ranking in paragraph (a) above applies regardless of:  (i)the order of registration, notice or execution of any document;  (ii)when any Debt is incurred;  (iii)whether or when a Creditor is obliged to advance any Debt; or  (iv)any
fluctuation in the outstanding amount of, or any intermediate discharge of, any
Debt.  11 
   3.NATURE OF PARTIES RIGHTS AND
OBLIGATIONS  3.1Obligors (a)Each Obligor is a Party solely for the purpose of acknowledging the
priorities, rights and obligations recorded in this Deed.  No Obligor has any rights under this Deed
(except under Clause 10 (Post-Enforcement
Distributions), Clause 11.6 (Release
of Security), Clause 11.7 (Issues
relating to the interests of the HYB Creditors), Clause 13.2 (Undertakings of Obligors), Clause 13.3 (Undertakings of Security Providers),
Clause 13.4 (Undertakings of Obligors in
respect of HY Debt), Clause 22 (Notices)
and Clause 23 (Governing Law))
and no undertaking is given (or deemed to be given) to, or for the benefit of,
any Obligor.  Notwithstanding the other
provisions of this Deed, the Creditors shall be able to alter the priority and
ranking of their Security and Obligations amongst themselves without reference
to, or any consent from, the Obligors, but are not entitled (without the
consent of the Company) to amend any provisions under which the Obligor has any
rights.  (b)The Parties do not intend that this Deed should create any rights
which are enforceable by any person who is not a Party, whether under the
Contracts (Rights of Third Parties) Act 1999 or otherwise.  3.2Creditors Unless
otherwise agreed by all the Creditors:  (a)the obligations of a Creditor under this Deed are several;  (b)failure by a Creditor to perform its obligations under this Deed
does not affect the obligations of any other Creditor under this Deed; and  (c)no Creditor is responsible for the obligations of any other Creditor
under this Deed.  3.3Preservation of Debt Notwithstanding
any term of this Deed postponing, subordinating or preventing the payment of
any Debt:  (a)that Debt will, solely as between the relevant Obligors and the
relevant Creditors, remain owing or due and payable in accordance with the
terms of the applicable Credit Documents; and  (b)interest and default interest will accrue on missed payments
accordingly.  3.4Refinancing of Senior Debt Any or
all of the Senior Debt may be refinanced and any debt refinancing of that
Senior Debt will be treated as Senior Debt and rank accordingly in accordance
with this Deed.  Furthermore, the
providers of debt refinancing any Senior Debt (to the extent that such
refinancing debt is not provided in contravention of the provisions of the HY
Bond Indenture) shall be deemed to be Senior Creditors and the HY Bonds shall
be subordinated to such Senior Debt on the terms of this Deed.  The Parties will  12 
   promptly
execute all such documents (including by way of accession to this Deed) and do
all such acts as shall be necessary to effect such treatment and ranking.  4.PROVISIONS RELATINGTO THE HY BONDS  4.1Obligations under HY Bonds (a)Until the Senior Debt Discharge Date, without the prior written
consent of the Instructing Lenders, no member of the Group (other than the HY
Bond Issuer or any HY Bonds Guarantor, in each case in accordance with the
provisions of this Deed) shall pay, defease, prepay, repay, redeem or acquire
any of the HY Bonds Liabilities.  (b)Until the Senior Debt Discharge Date, without the prior written
consent of the Instructing Lenders, the HY Bond Issuer (or an HY Bonds
Guarantor) may only pay, repay, redeem or acquire any of the HY Bonds
Liabilities at any time in accordance with the terms of the HY Bond Finance
Documents if that action is permitted under Clause 4.2 (Permitted payments under HY Bonds).  (c)Until the Senior Debt Discharge Date, no indebtedness of the HY
Bonds Issuer or any HY Bonds Guarantor other than Senior Debt shall be designated
as Designated Senior Debt as defined in the HY Bonds Indenture.  (d)Until the Senior Debt Discharge Date, no amendments may be made to
any HY Bond Finance Document other than in accordance with Clause 15.4 (Amendments to Facilities).  4.2Permitted payments under HY Bonds Until the
Senior Debt Discharge Date, subject to the provisions of Clause 4.3 (Payment blockage under HY Bonds) and
Clause 5 (Subordination on Insolvency),
the HY Bond Issuer or any HY Bonds Guarantor may only make payments to the HYB
Creditors in respect of the Liabilities under the HY Bonds then due (prior to
the scheduled maturity of the HY Bonds) to the extent that such payment is a
payment of interest, default interest, fees, expenses, liquidation damages or
premium or any payment made further to the application of the gross-up
provisions in the HY Bond Finance Documents.  4.3Payment blockage under HY Bonds Prior to the
Senior Debt Discharge Date, without the prior written consent of the
Instructing Lenders and subject to Clause 5 (Subordination
on Insolvency), neither the HY Bond Issuer nor any HY Bonds
Guarantor may make any payment in relation to any HY Bonds Liabilities:  (a)if a Senior Payment Default occurs and is continuing, until such
time as the Senior Payment Default is cured or waived; or  (b)if a Senior Default (other than a Senior Payment Default) occurs and
is continuing, on and from the date upon which the HY Bonds Trustee receives an
HY Bond Stop Notice from the Security Trustee in accordance with Clause 4.4 (HY Bond Stop Notices) below, until the
earlier of:  13 
   (i)the date falling 179 days after receipt by the HY Bonds Trustee of
the HY Bond Stop Notice;  (ii)the date upon which the relevant Senior Default has been cured or
waived;  (iii)the date upon which the Security Trustee delivers a notice to the HY
Bonds Trustee cancelling the HY Bond Stop Notice; and  (iv)the
Senior Debt Discharge Date.  4.4HY Bond Stop Notices (a)The Security Trustee shall issue an HY Bond Stop Notice to the HY
Bonds Trustee if it is instructed to do so by the Instructing Lenders.  (b)Whilst the relevant Senior Default is continuing, the Security
Trustee shall only be entitled to deliver a notice to the HY Bonds Trustee
cancelling the HY Bond Stop Notice if it is instructed to do so by the
Instructing Lenders.  (c)No new HY Bond Stop Notice (other than the first HY Bond Stop Notice
delivered under this Deed) may be served by the Security Trustee unless and
until a period of 360 days has passed since the delivery by the Security
Trustee of the immediately preceding HY Bond Stop Notice.  4.5Effect of non-payment under HY Bonds Any failure to
make a payment under the HY Bond Finance Documents by reason of any provisions
of this Deed shall not prevent the occurrence of a Default or Event of Default
(each as defined in the HY Bond Indenture) arising as a consequence of such
non-payment.  4.6Enforcement under the HY Bonds Prior to the
Senior Debt Discharge Date, no HYB Creditor shall be entitled to take any
Enforcement Action against the HY Bond Issuer or an HY Bonds Guarantor in
respect of the HY Bonds, unless:  (a)it has received the prior written consent of the Security Trustee,
which may only provide such consent if authorised to do so by the Instructing
Lenders;  (b)any of the Senior Debt has been declared to be prematurely due and
payable or payable on demand (and demand has been made) by reason of a Senior
Event of Default;  (c)such Enforcement Action is permitted pursuant to Clause 4.7 (HY Bond Standstill Periods) as a result of
the expiry of any HY Bond Standstill Period arising as a consequence of any HY
Bond Default Notice being issued on behalf of the HYB Creditors in accordance
with Clause 4.7 (HY Bond Standstill Periods)
below;  14 
   (d)an Insolvency Event occurs in relation to the HY Bonds Issuer or an
HY Bonds Guarantor, provided thatEnforcement
Action may only be taken against the entity in respect of which the Insolvency
Event has occurred; or  (e)any Enforcement Action is taken by the Security Trustee with regard
to any of the Security Documents.  For the
avoidance of doubt, prior to the Senior Debt Discharge Date, no HYB Creditor
shall be entitled to take any action that involves the enforcement of any
Security or other exercise of rights in connection with the Security Documents.  4.7HY Bond Standstill Periods (a)If an HY Bond Default occurs and is continuing, any HY Bondholder or
the HY Bonds Trustee may deliver an HY Bond Default Notice to the Security
Trustee, at which point an HY Bond Standstill Period shall be deemed to have
commenced.  Following delivery of an HY
Bond Default Notice by an HY Bondholder, the HY Bonds Trustee shall promptly
confirm the occurrence of the relevant HY Bond Default upon request by the
Security Trustee.  (b)If, by the end of the applicable HY Bond Standstill Period, the
Senior Creditors have not taken any Enforcement Action then, provided thatthe HY Bond Default in
respect of which the HY Bond Default Notice was issued is continuing and has
not been cured or waived, the HY Bond Creditors shall be entitled to take
Enforcement Action (other than in respect of paragraph (g) of the definition of
Enforcement Action).  (c)No HY Bond Standstill Period can be extended beyond 179 days by
means of the subsequent issuance of an HY Bond Stop Notice.  (d)The HY Bonds Trustee shall notify the Security Trustee of any
Enforcement Action to be taken by the HYB Creditors prior to it being taken, to
the extent that the HY Bonds Trustee is aware of such Enforcement Action.  5.SUBORDINATION ONINSOLVENCY  5.1Subordination events (a)In this Clause Insolvent Obligor
means an Obligor in respect of which any of the events listed below occur (each
such event being an Insolvency Event):  (i)it enters
into a moratorium or a composition, assignment or similar arrangement with any
of its creditors;  (ii)a meeting
of it is convened for the purpose of considering any resolution for (or to
petition or make an application for) its winding-up, administration,
examination or dissolution or any such resolution is passed;  15 
   (iii)an order
for its winding-up, administration, examination or dissolution is made;  (iv)any
liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
receiver, administrative receiver, examiner, administrator or similar officer
is appointed in respect of it or a case under Chapter 7 or Chapter 11 of the US
Bankruptcy Code is commenced in respect of it;  (v)its
director or other officers request the appointment of a liquidator, trustee in
bankruptcy, judicial custodian, compulsory manager, receiver, examiner,
administrative receiver, administrator or similar officer; or  (vi)any other
analogous step or procedure is taken in any jurisdiction.  (b)Any HY Debt owed by an Insolvent Obligor will be subordinate in
right of payment to any Senior Debt owed by that Insolvent Obligor.  5.2Consequences of insolvency (a)In relation to any Enforcement Action undertaken in respect of any
Security Document, the Security Trustee may:  (i)claim,
enforce and prove for any HY Debt owed by an Obligor;  (ii)file
claims and proofs, give receipts and take any proceedings as the Security Trustee
considers reasonably necessary to recover that HY Debt;  (iii)do anything
which the Security Trustee sees fit to recover that HY Debt; and  (iv)receive all
distributions on that HY Debt for application against the Senior Debt in the
manner provided for in this Deed.  (b)If and to the extent that the Security Trustee is not entitled to do
anything mentioned in paragraph (a) above or does not wish to do so, the HY
Bonds Trustee (on its own behalf and on behalf of the HY Bondholders) must (at
the expense of the Senior Creditors) do so in good time and as requested by the
Security Trustee.  (c)Each HYB Creditor irrevocably authorises the Security Trustee to
take any action referred to in paragraph (a) above in respect of any HY Debt
owed by an Insolvent Obligor to it.  (d)Until the Senior Debt Discharge Date, the HYB Trustee shall:  (i)hold any
payment or distribution in cash or in kind received or receivable by it in
respect of any HY Debt from or on behalf of an Insolvent Obligor in trust for
the Senior Creditors;  16 
   (ii)promptly
pay and transfer any such payment or distribution to the Security Trustee for
application against the Senior Debt in the manner provided for in this Deed;
and  (iii)direct the
trustee in bankruptcy, liquidator, assignee or other person distributing the
assets of an Insolvent Obligor or their proceeds to pay all payments and
distributions on the HY Debt direct to the Security Trustee.  (e)Nothing in this Clause entitles the Security Trustee or any Senior
Creditor to require any HYB Creditor to exercise any voting right to waive,
reduce, discharge, extend the due date for payment or reschedule any HY Debt.  5.3Further assurance The HY Bonds
Trustee must, at its own expense, take whatever action the Security Trustee may
require to give effect to this Clause, such expenses to be reimbursed pursuant
to paragraph (a) of Clause 10.1 (Order of
Distributions) of this Deed.  6.TURNOVER  6.1Non-permitted payment If:  (a)an HYB Creditor receives a payment or distribution in respect of any
of the HY Debt from or on behalf of an Obligor other than as allowed under this
Deed; or  (b)an HYB Creditor receives the proceeds of any enforcement of any
Security or any guarantee for any HY Debt other than as allowed under this
Deed,  that HYB
Creditor must pay to the Security Trustee the amount received by it, promptly
upon written request of the Security Trustee (acting on the instructions of the
Senior Creditors).  Any amount so
received by the Security Trustee will be applied against the Debt in the order
provided for under this Deed.  6.2Non-permitted discharge If, for any
reason, prior to the Senior Debt Discharge Date, the HY Debt is discharged in
any manner by or on behalf of the Group other than as allowed under this Deed,
the HYB Creditors must immediately pay an amount equal to the amount discharged
to the Security Trustee for application against the Debt in the order provided
for under this Deed.  Any amount so
received by the HYB Creditors shall be held on trust until such payment is
made.  6.3Over receipt If, after the
Senior Debt Discharge Date, any Senior Creditor receives an amount which is not
capable of being applied against any Senior Debt, that Senior Creditor must pay
an amount equal to that amount to the Security Trustee for application against
the Debt in the order provided under this Deed.  17 
   6.4Turnover by Obligors If an Obligor
receives from a third party a payment or distribution which should have been
paid to the Security Trustee or a Creditor, the Obligor must promptly pay to
the Security Trustee the amount received by it and required to be so paid.  Any amount so received by the Obligor from
the third party shall be held by it on trust until such payment is made.  Any amount so received by the Security
Trustee will be applied against the Debt in the order provided for under this
Deed.  6.5Indemnity Any HY Bond
Guarantor which is a guarantor of any amount of the HY Debt which is turned
over in accordance with this Clause 6 (Turnover)
shall fully indemnify each HYB Creditor for the amount of any payment or
distribution made to the Security Trustee by that HYB Creditor in accordance
with the provisions of this Clause.  7.PROTECTION OF
SUBORDINATION  7.1Continuing subordination The
subordination provisions in this Deed constitute a continuing subordination and
will benefit the ultimate balance of all of the Senior Debt, regardless of any
intermediate payment or discharge in whole or in part.  7.2Waiver of defences The
subordination in this Deed and the obligations of each HYB Creditor under this
Deed will not be affected by any act, omission, matter or thing which, but for
this provision, would reduce, release or prejudice the subordination of any of
those obligations.  This includes:  (a)any time or waiver granted to, or composition with any person;  (b)any release of any person under the terms of any composition or
arrangement;  (c)the taking, variation, compromise, exchange, renewal or release of,
or refusal or neglect to perfect, take up or enforce, any rights against, or
security over assets of, any person;  (d)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 any person;  (f)any amendment (however fundamental) of a Credit Document or any
other document or security, other than, following an increase in the principal
amount of the Senior Facilities, in respect of the principal amount of such
increase which does not qualify as Senior Debt in accordance with the
provisions of the HY Bond Indenture; or  (g)any unenforceability, illegality or invalidity of any obligation of
any person under any Credit Document or any other document or security.  18 
   7.3Immediate recourse Each HYB
Creditor waives any right it may have of first requiring any Senior Creditor
(or an Agent or any trustee or other agent on its behalf) to proceed against or
enforce any other rights or security or claim payment from any person before
claiming the benefit of this Deed.  7.4Appropriations Until the
Senior Debt Discharge Date, each Senior Creditor (or the Security Trustee or
any trustee or other agent on its behalf) may, without affecting the liability
of any HYB Creditor under this Clause:  (a)  (i)refrain from applying or enforcing any other moneys, security or
right held or received by it (or by any trustee or agent on its behalf) in
respect of the Senior Debt; or  (ii)apply and enforce them in such manner and order as it sees fit
(whether against those amounts or otherwise); and  (b)hold in an interest-bearing suspense account any moneys received
from a HYB Creditor or on account of a HYB Creditors liability under this
Deed.  7.5Non-competition Until:  (a)the Senior Debt Discharge Date; or  (b)the Security Trustee otherwise directs or as is otherwise permitted
by this Deed,  no HYB
Creditor will, under any circumstance, be subrogated to any rights, security or
moneys held, received or receivable by any other Creditor (or the Security
Trustee or any trustee or other agent on its behalf) or be entitled to any
right of contribution or indemnity in respect of any payment made or moneys
received on account of its liability under this Deed.  7.6Subrogation by HYB Creditors (a)If any Senior Debt is paid out of any proceeds received in respect
of or on account of any HY Debt in accordance with this Deed, the relevant HYB
Creditors will to that extent be subrogated to the Debt so paid (and all
securities and guarantees for that Debt) but not before the Senior Debt Discharge
Date.  (b)If an HYB Creditor is entitled to exercise any such right of
subrogation after the Senior Debt Discharge Date, each Senior Creditor must, if
it is indemnified to its satisfaction by cash collateral against any resulting
costs and expenses (including legal fees), provide such assistance to enable
that right to be exercised as the HYB Creditor may reasonably request.  19 
   8.PRE-ENFORCEMENTENTITLEMENTS  8.1Pre-Enforcement Entitlements Subject to
this Clause 8.1, prior to any Enforcement Point any amount applied in
prepayment of a Senior Facility either voluntarily or, in accordance with any
provision of a Senior Facility, shall, unless:  (a)otherwise agreed to in writing by the Instructing Lenders; or  (b)a Refinancing has occurred which does not reduce the amount of Debt
and commitments available under a Senior Facility,  be applied in
accordance with the provisions of the Senior Facilities.  8.2Adjustment Post-Enforcement All
distributions made under the provisions of this Clause 8 shall be subject to
adjustment post-enforcement in accordance with the provisions of Clause 10 (Post-Enforcement Distributions)  8.3Information At the request
of the Security Trustee any Creditor shall within 3 Business Days, provide
details of its current Limit or Exposure, as the case may be.  9.ENFORCEMENT OF
SECURITY  9.1Crystallisation Promptly
following the Enforcement Point, each Senior Creditor must (unless otherwise
agreed by the Instructing Lenders), to the extent that it is able to do so
under the relevant bankruptcy laws, accelerate or otherwise crystallise the
Obligations owing to it, exercise any rights of set-off, retention,
compensation, netting, consolidation and combination of accounts available to
it and apply any cash cover which it holds (this process being referred to as Consolidation).  9.2Enforcement of Security Following the
occurrence of an Enforcement Event, the Security Trustee must (and must only)
enforce the Security (to the extent permitted under the Security Documents and
applicable law) if it is directed to do so by the Instructing Lenders.  The Security Trustee shall inform each of the
other Creditors if it is so directed to enforce the Security.  9.3Security Interests Other than in
respect of the Security or any other security granted by a member of the Group
for the benefit of all Creditors or guarantees and indemnities given under the
Credit Documents in accordance with the provisions thereof, none of the
Creditors shall require any member of the Group to provide, grant or create or
to procure the provision, grant or creation by any other person or accept from
any member of the Group or any other person any guarantee, indemnity or other
Security Interest.  In the event that any
Creditor breaches this Clause 9.3, the Security Interest, guarantee or
indemnity to be granted or given to such Creditor shall be deemed to have been  20 
   granted or
given by the parties thereto in favour of the Security Trustee to hold on the
trusts created by this Deed.  10.POST-ENFORCEMENT
DISTRIBUTIONS  10.1Order of Distributions (a)All Distributions received by, or held on trust for, the Security
Trustee shall be applied to discharge, or in respect of Contingent
Indebtedness, to provide cash cover to be held by the Security Trustee for, the
indebtedness under the Facilities as at the Enforcement Point as adjusted from
time to time in the following order of priority:  (i)first, pro rata towards the
unpaid fees, costs and expenses (including, without limitation, legal fees) of
the Security Trustee, any Receiver appointed under and pursuant to the Security
Documents, the Senior Creditors and the HY Bonds Trustee (and their respective
advisers);  (ii)second, in or towards
payment of all Obligations of the Obligors due to the Senior Creditors under
the Senior Facilities (except (1) Obligations due to the Senior Creditors in
respect of the Senior Tranche B Facility and (2) any early termination fee due
to the Senior Creditors other than the Ancillary Banks under an Ancillary
Facility) on a pro rata basis in the event of a shortfall (provided that the
maximum share of the Ancillary Banks in aggregate in respect of Obligations
under or in respect of the Ancillary Facilities under a distribution pursuant
to this paragraph shall not exceed euro 10,000,000 and in the event of a
shortfall the Ancillary Banks shall share on a pro rata basis);  (iii)third, in or towards
payment of all Obligations of the Obligors due to the Senior Creditors in
respect of the Senior Tranche B Facility (excluding any early termination fee
due to the Senior Creditors);  (iv)fourth, in or towards
payment of Obligation of the Obligors due to the Senior Creditors in respect of
early termination fees (other than in relation to the Senior Tranche B Facility
and any Ancillary Facility) on a pro rata basis;  (v)fifth, in or towards
payment of Obligations of the Obligors due to the Senior Creditors in respect
of early termination fees relating to the Senior Tranche B Facility on a pro
rata basis;  (vi)sixth, in or towards
payment of all other Obligations of the Obligors under the Ancillary Facilities
to the Ancillary Banks not otherwise discharged under the previous provisions,
with any such amounts to be shared among them on a pro rata basis, and taking
no account (for this purpose) of the euro 10,000,000 limit referred to in
sub-paragraph (ii) above;  21 
   (vii)seventh, in or towards
payment of all Obligations of the Obligors due to the HYB Creditors under the
HY Bond Finance Documents;  (viii)eighth, the balance shall
be payable to the Obligors to the extent permitted under applicable law,  provided thatany Senior Creditor
shall be entitled to apply any distribution received under second, third or
sixth above to its Obligations whether for principal, interest, breakage costs
or other amounts payable in respect thereof as it thinks fit.  (b)If a Distribution is received by the Security Trustee and is to be
applied in accordance with the priorities set out in paragraph (a) above in
paying a Creditor or providing cash cover in a currency other than that in
which payments to that Creditor are required to be made pursuant to the terms
of the Facilities (the Contractual Currency)
then the Security Trustee shall upon receipt of such sum convert it into euros
at the Exchange Rate on the date such payment is to be made. The payment to
that Creditor by the Security Trustee, or the provision of cash cover, shall
only serve to satisfy the relevant amounts due (actually or contingently) to
such Creditor to the extent that sums are received in the Contractual Currency.  (c)Any amount to be distributed to any Creditor in respect of any
Contingent Indebtedness pursuant to this Clause 10 shall be retained by the
Security Trustee as cash cover for such Contingent Indebtedness and shall bear
interest at a market rate and any amount so retained by the Security Trustee as
cash cover for Contingent Indebtedness under this Clause 10 and such interest
shall be applied by the Security Trustee in reduction of such Contingent
Indebtedness as it matures provided thatif
any such Contingent Indebtedness (together with any interest accrued) thereon
expires or matures at less than the aggregate amount of such cash cover or the
balance thereof as the case may be shall be applied promptly, and in any event
within seven Business Days, by the Security Trustee in accordance with the
order of distribution specified in paragraph (a) above.  (d)The Company and the Obligors agree that the obligations and sharing
arrangements in this Deed are supplemental to the provisions of the Facilities
and that the obligations of the Company and the Obligors under the Facilities
to make payments of interest and break-funding costs in connection with the
payments required to be made thereunder are in no way limited or overridden by
the terms of this Deed and such obligations are in addition to the requirements
of the Company and the Obligors to make the payments which are to be shared
pursuant to this Deed.  22 
   11.SECURITY  11.1Registration and Notice The Parties
agree to co-operate with each other with a view to reflecting the priorities
referred to in Clause 10 (Post-Enforcement
Distributions) in any register or with any filing or registration
authority and (where appropriate) in giving notice to any relevant persons.  11.2Variation of Security The priorities
in Clause 10 (Post-Enforcement Distributions)
shall not be affected by any circumstance or event (including without
limitation, any reduction, satisfaction or variation of the Facilities or any
amounts owing thereunder, anything contained in the Security Documents or the
date on which any indebtedness was incurred).  11.3Further Advances or Guarantees The priorities
in Clause 10 (Post-Enforcement Distributions)
shall apply regardless of whether or not any Creditor is obliged to advance or
re-advance any moneys or further moneys and regardless of any fluctuations in
the total amount of Exposures or any intermediate discharge of any Exposures,
whether in whole or in part.  11.4Not to Affect Security (a)Nothing in this Deed shall as between the Obligors on the one hand,
and the Creditors on the other hand, affect or prejudice any of the rights and
remedies of the Creditors or the Security Trustee under the Security Documents
or any other Security, guarantee or other instrument or agreement (which
subject to the terms of the Facilities shall remain in full force and effect in
accordance with their respective terms), including without limitation any
rights of consolidation, set-off and/or enforcement.  (b)No purchaser dealing with any Creditor, the Security Trustee or any
Receiver appointed by the Security Trustee shall be concerned in any way with
the provisions of this Deed but shall assume that such Creditor, Security
Trustee or Receiver, as the case may be, is acting in accordance with the
provisions of this Deed.  11.5Suspense Account All moneys
received, recovered or realised by the Security Trustee under any of the
Security Documents (including the proceeds of any conversion of currency) may,
unless the Creditor entitled to such sum expressly requires the Security
Trustee to do otherwise, in the discretion of the Security Trustee be credited
to any suspense account held with the Security Trustee and may be held in such
account for so long as the Security Trustee may think fit (subject to the
Security Trustees obligations to make distributions in accordance with this
Deed).  Any such suspense account shall
bear interest at a market rate.  11.6Release of Security The Security
Trustee and each Creditor (if required) shall, upon written request by the
Company, release security over any asset which is to be disposed of in
accordance with the provisions of the Senior Facilities.  Following the Senior Debt Discharge Date  23 
   the Security
Trustee shall, upon written request by the Company, release security over any
asset to the extent permitted under the provisions of the HY Bond
Indenture.  Each Creditor hereby
irrevocably authorises the Security Trustee to release Security over any asset
in its name and on its behalf (without the need for any further authorisation)
in accordance with the provisions of this Clause 11.6.  11.7Issues relating to the interests of the HYB Creditors (a)Any HY Bond Guarantee provided by an Obligor whose shares are sold
or all or substantially all of whose assets are sold, and in each case any HY
Bond Guarantee of any Subsidiary of such Obligor, shall be automatically and
unconditionally released:  (i)following
an Enforcement Event, if such sale occurs as a result of an enforcement of a
share pledge by the Security Trustee; and  (ii)upon any
other sale or disposition (including through merger or consolidation), provided thatsuch sale does not result in
the breach of any provision of the HY Bonds Finance Documents.  (b)Any security provided by any member of the Group to or for the
benefit of the HY Bond Finance Parties over any assets (including the Security)
shall be automatically and unconditionally released:  (i)at any
time, for the purposes of a disposition of such assets, provided that such
disposition is made in compliance with the HY Bond Indenture and;  (ii)upon the
repayment in full of all Senior Debt with the proceeds of one or more asset
sales as provided in, and subject to, the terms of the HY Bond Indenture.  (c)If, in the event that the Senior Debt is refinanced with equity (if
continued security is not otherwise required under the terms of the HY Bonds
Indenture) or debt financing and the indebtedness so refinancing the Senior
Debt (the Refinancing Indebtedness)
no longer has the benefit of all or any part of the Security, then in each case
the Security which no longer secures either the Senior Debt or any Refinancing
Indebtedness shall also be automatically released in respect of the HY Debt.  (d)The HY Bonds Trustee agrees to take any action as is necessary to
ensure its compliance with the provisions of this Clause 11.7, and irrevocably
authorises the Security Trustee to effect such releases required to be made by
it under this Clause 11.7 in its name and on its behalf and without the need
for any further authorisation or otherwise.  24 
   12.REPRESENTATIONS OFTHE OBLIGORS  12.1Representations of all Obligors Each Obligor
makes the representations set out in this Clause to the Security Trustee and
the Creditors.  (a)Status:  Subject to any qualifications as to matters
of law only contained in the legal opinions referred to in Part 1 of the
Conditions Precedent Document, it is a limited liability company, or, in the
case of any Obligor incorporated in the United States, an entity, which is duly
incorporated and validly existing under the laws of the jurisdiction of its
incorporation.  (b)Powers and authorities: Subject to any qualifications as to matters of law only contained
in the legal opinions referred to in Part 1 of the Conditions Precedent
Document, it has the power to enter into and perform, and has taken all
necessary action to authorise the entry into, performance and delivery of this
Deed and each Security Document it enters into and the transactions
contemplated by this Deed and each Security Document it is a party to.  (c)Legal validity:
Subject to any qualifications as to matters of law only contained in the legal
opinions referred to in Part 1 of the Conditions Precedent Document, this Deed
and each Security Document to which it is a party constitutes its legal, valid
and binding obligation enforceable in accordance with its terms and would be so
treated in the courts of its place of incorporation and any other jurisdiction
to which that Obligor has agreed to submit in any Credit Document and except to
the extent that such enforcement may be subject to applicable equitable
principles of Bankruptcy, insolvency, reorganisation, moratorium or other
similar laws now or hereafter in effect relating to creditors rights and
remedies generally.  (d)Non-conflict:
Subject to any qualifications as to matters of law only contained in the legal
opinions referred to in Part 1 of the Conditions Precedent Document, the entry
into and performance by it of, and the transactions contemplated by, this Deed
do not and will not:  (i)conflict in any material respect with any law or regulation
applicable to it;  (ii)conflict with its constitutional documents; or  (iii)conflict with any document which is binding upon it or any of its
assets in any material respect.  (e)Authorisations:
Subject to any qualifications as to matters of law only contained in the legal
opinions referred to in Part 1 of the Conditions Precedent Document, all
authorisations required of it in connection with:  25 
   (i)the entry
into, performance, validity and enforceability of, and the transactions
contemplated by, this Deed and any Security Document to which it is a party;
and  (ii)the carrying
on by it of its business in all material respects as it is being conducted,  has been
obtained or effected (as appropriate) and are in full force and effect, save
(i) for the registration, notarisation or notification of any Security Document
which can only be done after the execution of the relevant documents, which
registration will be effected promptly and in any event within any prescribed
time period; and (ii) in the case of (ii) only, where failure to obtain or
effect any such authorisation or for it not to be in full force and effect
would not have a Material Adverse Effect.  (f)Nature of security: Each Security Document it is a party to creates those Security
Interests it purports to create.  (g)Immunity:  (i)The
execution by it of this Deed and each Security Document it is a party to
constitutes, and the exercise by it of its rights and performance of its
obligations under this Deed and each such Security Document will constitute,
private and commercial acts performed for private and commercial purposes; and  (ii)It will
not be entitled to claim immunity from suit, execution, attachment or other
legal process in any proceedings taken in its jurisdiction of incorporation in
relation to this Deed or any Security Document it is a party to.  (h)No adverse consequences:  (i)It is not
necessary under the laws of its jurisdiction of incorporation:  (A)in
order to enable the Security Trustee to enforce its rights under this Deed or
any Security Document; or  (B)by reason of the execution of this Deed or any Security Document or
the performance by it of its obligations under them,  that the
Security Trustee should be licensed, qualified or otherwise entitled to carry
on business in its jurisdiction of incorporation; and  (ii)the
Security Trustee is not and will not be deemed to be resident, domiciled or
carrying on business in the jurisdiction of each Obligor by reason only of the
execution, performance and/or enforcement of this Deed or any Security Document
it is a party to.  26 
   12.2Representations of the Security Providers Each Security
Provider represents to each Creditor that:  (a)it is the sole legal and beneficial owner of or has licensed to it
all Material IPR on normal commercial terms or by another member of the Group;  (b)the Intellectual Property Rights over which Security is to be
recorded have been identified in one or more of the Security Documents as at
the date of this Deed, and thereafter are either identified in one or more of
the Security Documents or have been notified to the Security Trustee to the
extent required by paragraph (b) of Clause 13.3 (Undertakings of Security Providers);  (c)it is the sole legal and beneficial owner of the Intellectual
Property Rights identified in the English Security Agreement as belonging to it
and, so far as it is aware, the trade marks which are Material IPR identified
in the Security Documents as belonging to it are not invalid and are in force;  (d)the trade marks within Material IPR incorporating either of the
words Waterford and Wedgwood (alone or in combination with other words or
devices) remain distinctive of the products of the Group;  (e)the Intellectual Property Rights in respect of which it has granted
security in the Security Documents are free of any Security Interests (except
for those created by or under the Security Documents) and any other rights or
interests (including any licences) in favour of third parties other than
licences to third parties which in the case of licences of Material IPR are in
the ordinary course of business and on arms length commercial terms;  (f)it does not, in carrying on its business, infringe any Intellectual
Property Rights of any third party in any respect which could have a Material
Adverse Effect;  (g)without prejudice to (f) immediately above, to the best of its
knowledge, it does not, in carrying on its business, infringe any Intellectual
Property Rights of any third party;  (h)to the best of its knowledge, no Intellectual Property Right owned
by it is being infringed, nor is there any threatened infringement of any such
Intellectual Property Right in any respect which could have a Material Adverse
Effect;  (i)it has taken all formal or procedural actions (including payment of
fees) required to maintain all material Intellectual Property Rights owned by
it which are material in the context of its business except where failure to
take any such action would not have a Material Adverse Effect; and  (j)to the best of its knowledge, it owns the copyright, design rights
and other Intellectual Property Rights in the devices, marks and logos
incorporated in  27 
   the registered trade marks of which it is the
proprietor which are Material IPR.  12.3Representations of English Security Providers -
Information for Report on Title Each English
Security Provider represents to each Creditor that:  (a)the information it or any of its agents provided to the lawyers who
prepared any Report on Title relating to any of its Mortgaged Property for the
purpose of that Report on Title was true in all material respects at the date
it was expressed to be given;  (b)so far as the English Security Provider is aware, the information
referred to in paragraph (a) above was at the date it was expressed to be given
complete and did not omit any information which, if disclosed would make that
information untrue or misleading in any material respect; and  (c)as at the date of this Deed so far as the English Security Provider
is aware, nothing has occurred since the date of any information referred to in
paragraph (a) above which renders that information untrue or misleading in any
respect and which, if disclosed, would make that information untrue or
misleading in any material respect.  12.4Representations of English Security Providers - Title Each English
Security Provider represents to each Creditor that except as disclosed in any
Report on Title relating to any of its Mortgaged Property:  (a)it is the legal and beneficial owner of its Mortgaged Property;  (b)no breach of any law or regulation is outstanding which affects or
might affect materially the value of its Mortgaged Property;  (c)there are no covenants, agreements, stipulations, reservations,
conditions, interest, rights or other matters which might reasonably be
expected materially and adversely to affect normal operation of its business;  (d)nothing has arisen or has been created or is subsisting which would
be an overriding interest over its Mortgaged Property which might reasonably be
expected to materially and adversely affect the security over its Mortgaged
Property;  (e)no facilities necessary for the enjoyment and use of its Mortgaged
Property, the lack of which might reasonably be expected to have a materially
adverse effect on the normal operation of its business, are enjoyed by that
Mortgaged Property on terms entitling any person to terminate or curtail its
use;  (f)it has received no notice of any adverse claims by any person in
respect of the ownership of its Mortgaged Property or any interest in it, nor
has any acknowledgement of any adverse claim been given to any person in
respect of its Mortgaged Property; and  28 
   (g)its Mortgaged Property is held by it free from any Security Interest
(except those under the Security Documents) or any tenancies or licences.  12.5Times for making representations (a)The representations set out in this Deed are made by each Obligor on
the date of this Deed.  (b)Each representation under this Deed is deemed to be repeated by each
Obligor on the date the Companys representations are deemed to be repeated by
the Company under the Facilities.  (c)Each representation under this Deed is deemed to be repeated by each
Obligor on the date it enters into a Security Document.  13.UNDERTAKINGS  13.1Undertaking of Creditors (a)The liabilities and obligations of the Creditors under this Deed are
several.  (b)Each of the Creditors consent to the creation of the Security constituted
by the Security Documents.  13.2Undertakings of Obligors Each Obligor
undertakes that it will not, unless each Senior Creditor otherwise agrees in
writing:  (a)discharge, repay, prepay, redeem, defease, purchase, agree to the
cancellation of or otherwise acquire any of the Facilities, either directly,
indirectly, by way of set off, right of combination or otherwise other than in
accordance with the other provisions of this Deed or the Facilities;  (b)except as permitted by Clause 15 (Modification
of Facilities, Security Documents and/or this Deed) agree to any
amendment to any of the Security Documents, to which it is a party, or this
Deed; or  (c)take, permit any person to take, or omit to take any action whereby
the priorities and ranking of Security set out in this Deed may be impaired.  13.3Undertakings of Security Providers Each Security
Provider undertakes that it will:  (a)pay all fees, taxes and charges necessary to maintain, protect and
safeguard the Material IPR and ensure that patents within the Material IPR are
utilized and that trade marks within the Material IPR are used commercially;  (b)every six months (and each month, if so requested by the Security
Trustee), inform the Security Trustee in writing of any applications to
register a trade mark or design or for a patent in any jurisdiction or of any
cancellation (or similar) of any trade mark, design or patent in any
jurisdiction which is material in the context of the Security Providers
business;  29 
   (c)take all commercially reasonable steps (having regard to the costs
and benefits of those steps) to deter, prevent and detect any infringement of,
or detect any challenge to, any of the Material IPR and promptly inform the
Security Trustee of any infringement/challenge of the Material IPR which could
be considered material;  (d)observe and comply with all obligations and laws where failure to do
so could reasonably be expected to have a non-de minimis adverse effect on the
Material IPR;  (e)if requested to do so by the Security Trustee, make entries in any
public register of its Intellectual Property Rights to record the existence of
this Deed, the security granted under this Deed and the restrictions on
disposal imposed by this Deed;  (f)except with the prior consent of the Security Trustee, not hold or
register Material IPR through a trustee or under any arrangement with a third
party or give consent to any third party in respect of any application to
register any Intellectual Property Right unless that trustee or third party is
a party to this Deed; and  (g)not without the prior written consent of the Security Trustee (save
as permitted by the Facilities) sell, dispose of, encumber, charge, surrender
(by a positive act), transfer, terminate (by a positive act), grant any
proprietary interest (not being a licence permitted under (h) below), security
interest, option or encumbrance over or in any Intellectual Property Right,
other than under a Security Document;  (h)not without the prior written consent of the Security Trustee enter
into any understanding, contract or licence in respect of the Material IPR (or
agree to do any of those things) other than (1) any licensing arrangements
between members of the Group or (2) where the entering into of such licences is
in the ordinary course of business and on arms length commercial terms.  13.4Undertakings of Obligors in respect of HY Debt Except as
expressly allowed or contemplated by the provisions of this Deed, no Obligor
may:  (a)make any distribution in respect of any HY Debt, whether in cash or
in kind from any source;  (b)allow any HY Debt to be discharged other than at its original
scheduled maturity;  (c)allow any HY Debt to be subordinated to any person otherwise than in
accordance with this Deed and the HY Bond Indenture; or  (d)take or omit to take any action which might impair the priority of
subordination set out in this Deed.  30


13.5Undertakings of English Security Providers -
Environmental matters Each English
Security Provider must:  (a)obtain all Environmental Approvals required by it;  (b)comply in all material respects with any Environmental Approval or
Environmental Law applicable to it;  (c)ensure that no Creditor incurs any liability by reason of any breach
by it of any Environmental Law or Environmental Approval; and  (d)as soon as reasonably practicable upon becoming aware notify the
Security Trustee of:  (i)any Environmental Claim current or, to its knowledge, pending or
threatened; or  (ii)any circumstances reasonably likely to result in an Environmental
Claim,  which could
reasonably be expected to have a material adverse effect upon its financial
position or up on its ability to perform its obligations under the Credit
Documents.  13.6Undertakings of English Security Providers - Repair Each English
Security Provider must keep:  (a)its Premises in good and substantial repair and condition (fair wear
and tear excepted); and  (b)its Fixtures and all plant, machinery, implements and other effects
owned by it and which are in or on its Premises or elsewhere in a reasonable
state of repair and in good working order and condition.  13.7Undertakings of English Security Providers - Insurance (a)Each English Security Provider must insure its Insured Property
Assets (except in so far as insurance is to be effected by a lessor in respect
of any leasehold premises) against:  (i)loss or
damage by fire;  (ii)other
risks normally insured against by persons carrying on the same class of
business as that carried on by it; and  (iii)any other
risks which the Security Trustee may reasonably require.  (b)Any insurance must be in a sum or sums not less than the replacement
value of the Insured Property Assets. 
For this purpose, replacement value
means the total cost of entirely rebuilding, reinstating or replacing those
Insured Property Assets in the event of their being completely destroyed,
together with architects and surveyors fees.  1 
   (c)Any insurance required under this Clause must be with an insurance
company or underwriters acceptable to the Security Trustee (acting reasonably).  (d)All moneys received or receivable under any insurance in respect of
the Insured Property Assets must be applied:  (i)in
replacing, restoring or reinstating the Insured Property Assets destroyed or
damaged or in any other manner which the Security Trustee may agree;  (ii)after an
Event of Default has occurred, if the Security Trustee so directs and the terms
of the relevant insurances allow, in or towards satisfaction of the Debt; or  (iii)as is
required under the Credit Documents.  (e)Each English Security Provider must procure that a note of the
Security Trustees interest is endorsed upon all policies of insurance
maintained by that English Security Provider or any person on its behalf in
respect of the Mortgaged Property and, at the request of the Security Trustee,
any other of the Insured Property Assets.  (f)No English Security Provider may do or permit anything to be done
which may make void or voidable any policy of insurance in connection with any
Insured Property Asset.  (g)Each English Security Provider must as soon as reasonably
practicable pay all premiums and do all other things necessary to keep each
policy of insurance in respect of its Insured Property Assets in force.  (h)Each English Security Provider must, 
as soon as reasonably practicable after demand by the Security Trustee,
produce to the Security Trustee the policy, certificate or cover note relating
to any insurance policy and the receipt for the payment of any premium for any
insurance policy as the Security Trustee may reasonably request.  13.8Undertakings of English Security Providers -
Compliance with leases Each English
Security Provider must:  (a)perform all the material terms on its part contained in any lease
comprised in the Real Property; and  (b)not do or allow to be done any act as a result of which any lease
comprised in its Real Property might reasonably be expected to become liable to
forfeiture or otherwise be terminated.  13.9Undertakings of English Security Providers -
Acquisitions (a)If a English Security Provider acquires any freehold or leasehold
property after the date of this Deed it must:  2 
   (i)notify
the Security Trustee immediately;  (ii)as soon as
reasonably practicable following a request by the Security Trustee and at the
cost of that English Security Provider, execute and deliver to the Security
Trustee a legal mortgage in favour of the Security Trustee of that property in
any form which the Security Trustee may require (acting reasonably);  (iii)if the
title to that freehold or leasehold property is registered at H.M. Land
Registry or required to be so registered, give H.M. Land Registry written
notice of this Security; and  (iv)if
applicable, take all reasonable steps to ensure that this Security is correctly
noted in the Register of Title against that title at H.M. Land Registry.  (b)If the consent of the landlord in whom the reversion of a lease is
vested is required for a English Security Provider to execute a legal mortgage
over it, that English Security Provider will not be required to perform that
obligation unless and until it has obtained the landlords consent.  That English Security Provider must use its
reasonable endeavours to obtain the landlords consent.  13.10Undertakings of English Security Providers - Compliance
with applicable laws and regulations Each English
Security Provider must perform all its obligations under any law or regulation
in any way related to or affecting its Real Property.  13.11Undertakings of English Security Providers - Notices Each English
Security Provider must comply with any application, requirement, order or
notice served or given by any public or local or any other authority with
respect to the Mortgaged Property (or any part of it) and:  (a)deliver a copy to the Security Trustee; and  (b)inform the Security Trustee of the steps taken or proposed to be
taken to comply with the relevant requirement.  13.12Undertakings of English Security Providers - Leases No English
Security Provider may, without the prior written consent of the Security
Trustee, grant or agree to grant (whether in exercise or independently of any
statutory power) any lease or tenancy of the Mortgaged Property or any part of
it or accept a surrender of any lease or tenancy or confer upon any person any
contractual licence or right to occupy the Mortgaged Property save where any
such lease or tenancy is being granted pursuant to any statutory right of
renewal.  13.13Undertakings of English Security Providers - H.M. Land
Registry Each English
Security Provider consents to a restriction in the following terms being
entered into on the Register of Title relating to any Mortgaged Property
registered at H.M. Land Registry:  3 
   No disposition
of the registered estate by the proprietor of the registered estate is to be
registered without a written consent signed by the proprietor for the time
being of the charge dated [·], 2004 in favour of Burdale Financial Limited, referred to in the
charges register.  13.14Undertakings of English Security Providers - Deposit
of title deeds Each English
Security Provider must deposit with the Security Trustee all deeds and
documents of title relating to its Mortgaged Property and all local land
charges, land charges and Land Registry search certificates and similar
documents received by it or on its behalf.  13.15Undertakings of English Security Providers - Access Each English
Security Provider must permit the Security Trustee and any person nominated by
it at all reasonable times to enter any part of its Mortgaged Property and view
the state of it.  13.16Undertakings of English Security Providers -
Investigation of title Each English
Security Provider must grant the Security Trustee or its lawyers on reasonable
request all facilities within the power of that English Security Provider to
enable the Security Trustee or its lawyers (at the expense of that English
Security Provider) to:  (a)carry out investigations of title to the Mortgaged Property; and  (b)make such enquiries in relation to any part of the Mortgaged
Property as a prudent mortgagee might carry out.  13.17Undertakings of English Security Providers - Report on
title Each English
Security Provider must, as soon as practicable after a reasonable request by
the Security Trustee, provide the Security Trustee with a report on title of
that English Security Provider to the Mortgaged Property concerning those items
which may properly be sought to be covered by a prudent mortgagee in a lawyers
report of this nature.  13.18Undertakings of English Security Providers - Power to
remedy If a English
Security Provider fails to perform any term affecting its Mortgaged Property,
that English Security Provider must allow the Security Trustee or its agents
and contractors:  (a)to enter any part of its Mortgaged Property;  (b)to comply with or object to any notice served on that English
Security Provider in respect of its Mortgaged Property; and  (c)to take any action as the Security Trustee may reasonably consider
necessary or desirable to prevent or remedy any breach of any such term or to
comply with or object to any such notice.  4 
   That English
Security Provider must immediately on request by the Security Trustee pay the
costs and expenses of the Security Trustee or its agents and contractors
incurred in connection with any action taken by it under this sub-clause.  13.19Undertakings of all parties Each party
agrees not to lodge the Senior Facility Agreement at H.M. Land Registry unless:  (a)if such party is the Agent (as defined in the Senior Facility
Agreement) or the Security Trustee, that party notifies the Company of its
intention to lodge the relevant document; or  (b)if such party is an Obligor, that party notifies the Agent (as
defined in the Senior Facility Agreement) of its intention to lodge the
relevant document,  within a
reasonable period prior to lodging such relevant document in order that an
application (in Form EX1) can be made to designate the document as an exempt
information document under Rule 136 of the Land Registration Rules 2003 for the
purposes of restricting the rights of access to information under section 66 of
the Land Registration Act 2002.  14.CHANGES TO THEPARTIES  14.1Successors Subject to
Clause 3.1 (Obligors), this Deed
shall be binding on and enure to the benefit of each of the Parties and their
successors in title.  14.2Assignment No Party may
assign or transfer all or any part of its rights and/or obligations under this
Deed except as expressly provided by this Deed or as may be required by law.  14.3Obligors (a)No Obligor may novate or otherwise transfer any of its obligations
under this Deed.  (b)The Company shall procure that any member of the Group which becomes
an Obligor under any Facility after the date of this Deed will accede to this
Deed.  Upon execution and delivery of an
Obligor Accession Deed by a party, that party will become an Additional
Obligor.  14.4Creditors Accession (a)Each Senior Creditor and the HY Bonds Trustee agrees that it will
only assign or otherwise transfer the whole or any part of its rights or
obligations under this Deed to an Acceding Creditor in accordance with the
Facilities, and that it will procure that any such Acceding Creditor
simultaneously agrees with the other parties hereto to be bound by the
provisions of this Deed as if it was named herein as a Creditor and executes
and delivers to the Security Trustee a Creditor Accession Deed whereupon such
Acceding Creditor shall assume and benefit from each of the rights and
obligations of a Creditor under this Deed.  5 
   Until such time as such Creditor Accession
Deed is received by the Security Trustee such transferring Creditor shall
remain subject to the provisions of this Deed and the Acceding Creditor shall
have no rights hereunder.  (b)Any bank or financial institution which provides an Ancillary
Facility may accede as an Acceding Creditor to this Deed in accordance with
paragraph (a) above.  The Company may, by
notice to the Security Trustee, request that such institution accedes as an
Ancillary Bank.  15.MODIFICATION OF FACILITIES, SECURITY DOCUMENTS AND/OR
THIS DEED  15.1Procedure for Modification The Security
Trustee may, subject to Clause 15.2 (Entrenched
Rights) and 15.3 (HY Bond issues),
from time to time following a request of the Instructing Lenders concur with
the Obligors and the Instructing Lenders in making any modification to any term
of this Deed and/or the Security Documents.  15.2Entrenched Rights Notwithstanding
Clause 15.1 (Procedure for Modification)
no modification, amendment, supplement or restatement of Clause 8 (Pre-Enforcement Entitlements), Clause 9 (Enforcement of Security), Clause 10 (Post-Enforcement Distributions), Clause 13
(Undertakings), Clause 14 (Changes to the Parties) and this Clause 15
(nor any defined term used therein) or any release of the Security Documents
(other than pursuant to the terms of this Deed) or any amendment, supplement or
restatement of any Security Document which increases the indebtedness secured
thereunder or prejudices the rights of any Creditor shall be effective as
against any Creditor unless all of the Creditors agree thereto.  15.3HY Bond Issues Notwithstanding
Clause 15.1 (Procedure for Modification),
no modification of Clause 4 (Provisions
relating to the HY Bonds), Clause 5 (Subordination on Insolvency), Clause 6 (Turnover), Clause 7 (Protection of Subordination), Clause 10 (Post-Enforcement Distributions), Clause
11.7 (Issues relating to the interests of
the HYB Creditors), Clause 13.4 (Undertakings
of Obligors in respect of HY Debt) or Clause 15.4 (Amendments to Facilities) relating to the
HY Debt shall be effective as against an HY Bond Creditor or HY Bondholder
without the consent of the HY Bonds Trustee.  15.4Amendments to HY Bond Finance Documents The HY Bonds
Trustee agrees that it will not agree to any amendment, restatement or
supplement to the HY Bond Finance Documents unless:  (a)the amendment, restatement or supplement is a procedural, administrative
or other change arising in the ordinary course of administration of the
Facility, and is not material; or  (b)the amendment, restatement or supplement is effected in accordance
with the HY Bond Finance Documents, provided
thatno such amendment, restatement or supplement that has the
effect of:  6 
   (i)bringing
forward the stated maturity of the HY Bonds;  (ii)increasing
the principal amount payable on (whether at maturity, upon redemption or
otherwise), the currency of payment of or the interest rate of the HY Bonds;  (iii)changing
any of the provisions relating to the subordination of the HY Bonds and
guarantees of the Senior Debt;  shall be made
unless the Instructing Lenders have provided their prior written consent (which
consent shall not be unreasonably withheld or delayed).  16.APPOINTMENT OFSECURITY TRUSTEE  16.1Appointment The Creditors
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 Creditors, to the extent permitted by
applicable law and to the extent consistent with the relevant Security
Documents on the terms of and subject to the conditions of this Deed and the
relevant Security Documents and to act as trustee hereunder and the Security
Trustee shall exercise such rights, powers, discretions and duties pursuant to
Schedule 4 (Security Trust), the
terms of this Deed and the provisions of the general law.  16.2Security Trustee as joint creditor (a)The Company, the Obligors and each of the Creditors 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 Creditor) of each and
every obligation of the Company and the Obligors in full towards each or any of
the Creditors under each and any Credit 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 Creditor 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 Credit Documents), the Security Trustee agrees with each other
Creditor (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 Creditor
except after consultation with the relevant Creditor.  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).  7 
   (c)For the purpose of this Clause 16.2 in relation to the German
Security Documents, the Security Trustee acts in its own name and not as
trustee, and its claims in respect of the Parallel Debt shall not be held on
trust.  The collateral granted under the
German Security 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 and the provisions of Clause 16.6 shall
apply in relation thereto.  16.3Perpetuity Period The perpetuity
period under the rule against perpetuities, if applicable hereto, shall be the
period of eighty years from the date of this Deed.  16.4Repayment of Senior Debt Following the
Senior Debt Discharge Date:  (a)the Security Trustee shall act on the instructions of the HYB
Creditors in accordance with the terms of the HY Bond Indenture, and any
reference in this Deed to Senior Creditors shall be deemed to be HYB
Creditors;  (b)the Security Trustee may resign from its position by giving at least
10 days notice in writing to the HY Bonds Trustee, and will be replaced by a
replacement entity nominated by the HYB Creditors in accordance with the
provisions of the HY Bond Indenture.  16.5Winding up of Trust If each
Creditor has confirmed in writing to the Security Trustee that all indebtedness
(including for the avoidance of doubt, Contingent Indebtedness) owing to it
under the Facilities has been discharged and that it is not under any further
actual or contingent obligation to make advances or provide other financial
accommodation to any Obligor or any other person under the Facilities, the
trusts herein created shall be wound up. 
Each Creditor shall provide prompt written confirmation as soon as
reasonably practicable after all relevant indebtedness owing to it under the
Facilities has been so discharged.  16.6German 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 (Si-cherungseigentum/Sicherungsabtretung)
or otherwise transferred under an non-accessory security right (nicht akzessorische Sicherheit) to it as
trustee (Treuhänder) for the
benefit of the Creditors;  (ii)hold and administer any German Security which is pledged (Verpfändung) or otherwise transferred to
it under an accessory security right (akzessorische
Si-cherheit) and secures the Parallel Debt as trustee (Treuhänder) for the benefit of the
Creditors.  8 
   (b)Each of the Creditors 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 Creditor in
relation to the Credit Documents.  The Security
Trustee shall be exempted from the restrictions of Section 181 of the German
Civil Code.  (c)None of the Creditors 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.  17.POWER
OFATTORNEY  By way of
security for its obligations under this Deed, the HY Bonds Trustee and the
Obligors irrevocably appoint the Security Trustee as its attorney to do
anything which the HY Bonds Trustee or that Obligor is required to do by this
Deed but has failed to do, unless:  (a)the failure has not continued for a period of 10 Business Days after
the giving of notice by the Security Trustee; or  (b)the HY Bonds Trustee or relevant Obligor is disputing the matter in
good faith and by appropriate proceedings.  18.APPOINTMENT ANDRIGHTS OF RECEIVERS  18.1Appointment of Receivers If:  (a)requested by any Obligor; or  (b)an acceleration has occurred (whether or not the Security Trustee
has taken possession of the Charged Assets),  without any
notice or further notice, the Security Trustee may, by agreement, or otherwise
in writing signed by any officer or manager of the Security Trustee or any  9 
   person
authorised for this purpose by the Security Trustee, appoint one or more
persons to be a Receiver of all or part of the Charged Assets provided thatthe Security Trustee may not
appoint an administrative receiver (as defined in section 29(2) of the
Insolvency Act 1986) over the Charged Assets if the Security Trustee is
prohibited from so doing by section 72A of the Insolvency Act 1986 and no
exception to the prohibition on appointing an administrative receiver applies.
The Security Trustee may similarly remove any Receiver and appoint any person
instead of any Receiver. If the Security Trustee appoints more than one person
as Receiver, the Security Trustee may give those persons power to act either
jointly or severally.  18.2Scope of appointment Any Receiver
may be appointed Receiver of all of the Charged Assets or Receiver of all or
part of the Charged Assets as specified in the appointment. In the latter case,
the rights conferred on a Receiver as set out in Schedule 5 (Rights of Receivers) shall have effect as
though every reference in that Schedule to any Charged Assets were a reference
to the part of those assets so specified or any part of those assets.  18.3Rights of Receivers Any Receiver
appointed pursuant to this Clause 18 shall have the rights, powers, privileges
and immunities set out in Schedule 5 (Rights
of Receivers).  18.4Agent of Obligors Any Receiver
shall be the agent of the relevant Obligor for all purposes. That Obligor alone
shall be responsible for the Receivers contracts, engagements, acts,
omissions, defaults and losses and for liabilities incurred by the Receiver.  18.5Remuneration The Security
Trustee may, acting on the direction of the Instructing Lenders, determine the
remuneration of any Receiver and direct payment of that remuneration out of
moneys he receives as Receiver. The relevant Obligor alone shall be liable for
the remuneration and all other costs, losses, liabilities and expenses of the
Receiver.  19.TERMINATION  This Deed will
terminate on either:  (a)the Senior Debt Discharge Date in the event that all of the Security
benefiting the HYB Creditors is required to be released in accordance with the
terms of this Deed and the HY Bond Indenture; or  (b)otherwise, the date upon which all of the Debt has been
unconditionally and irrevocably paid and discharged in full, as determined by
the Security Trustee.  20.SEVERABILITY  If a term of
this Deed is or becomes illegal, invalid or unenforceable in any jurisdiction,
that shall not affect:  10 
   (a)the validity or enforceability in that jurisdiction of any other
term of this Deed; or  (b)the validity or enforceability in other jurisdictions of that or any
other term of this Deed.  21.COUNTERPARTS  This Deed may
be executed in any number of counterparts. 
This has the same effect as if the signatures on the counterparts were
on a single copy of this Deed.  22.NOTICES  22.1In writing Any notice in
connection with this Deed must be in writing and, unless otherwise stated, may
be given in person, by post or fax. 
Unless it is agreed to the contrary, any consent or agreement required
under this Deed must be given in writing.  22.2Addresses (a)The address and fax number of each Party (other than the Obligors
and the Security Trustee) for all notices in connection with this Deed are those
notified by that Party for this purpose to the Security Trustee on or before
the date it becomes a Party.  (b)The address and fax number of the Obligors is:  Waterford Wedgwood plc1-2 Upper Hatch StreetDublin 2IrelandAttention:
  
  Company SecretaryFax
  
  +353 1 478 4863  (c)The address and fax number of the Security Trustee is:  Address:
  
  Burdale Financial Limited53 Queen Anne StreetLondonW1G 9HPUKAttention:
  
  Company SecretaryFax:
  
  +44 20 79355445  (d)Any Party may substitute another address or fax number for this
purpose by giving five Business Days notice to the Security Trustee or (in the
case of the Security Trustee) to the other Parties.  11 
   (e)Where a Party nominates a particular department or officer to
receive a notice, a notice will not be effective it if fails to specify that
department or officer.  22.3Delivery (a)Except as provided below, any notice in connection with this Deed
will be deemed to be given as follows:  (i)if
delivered in person, at the time of delivery;  (ii)if posted,
when it has been left at the relevant address or five Business Days after being
deposited in the post, postage prepaid, in a correctly addressed envelope; and  (iii)if by fax,
when received in legible form.  (b)A notice given under paragraph (a) above but received on a
non-working day or after business hours in the place of receipt will only be
deemed to be given on the next working day in that place.  (c)A notice to the Security Trustee will only be effective on actual
receipt by it.  22.4Obligors (a)All notices under this Deed to or from an Obligor must be sent
through the Security Trustee.  (b)All notices under this Deed to or from an Obligor (other than the
Company) must be sent through the Company.  (c)Each Obligor (other than the Company)  irrevocably appoints the Company to act as
its agent to give and receive all notices under this Deed.  (d)Any notice given to the Company in connection with this Deed will be
deemed to have been given also to the other Obligors.  23.GOVERNING LAW  This Deed is
governed by English law.  24.ENFORCEMENT  24.1Jurisdiction of the Courts of England (a)The courts of England have non-exclusive jurisdiction to settle any
dispute arising out of or in connection with this Deed (including a dispute
regarding its existence, validity or termination) (a Dispute).  (b)The courts of England are the most appropriate and convenient courts
to settle Disputes and accordingly no Party shall argue to the contrary. Any
legal action or proceedings arising out of or in connection with this Deed (Proceedings) may be brought in the courts
of England and each Obligor irrevocably submits to the jurisdiction of these
courts.  12 
   (c)Nothing in this Clause 24.1 shall limit the right of any Creditor to
take Proceedings against any member of the Group in any other court of
competent jurisdiction. The taking of Proceedings in one or more jurisdictions
shall not preclude any Creditor from taking Proceedings in any other
jurisdiction, whether concurrently or not.  24.2Service 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 this Deed; and  (b)agrees that failure by a process agent to notify the relevant
Obligor of the process will not invalidate the Proceedings concerned.   IN WITNESS WHEREOFthis Deed has been
executed and delivered as a Deed on the date stated at the beginning.  13 
   SCHEDULE 1The Subsidiary Obligors  Part I  Subsidiary
  Obligor
  
  Registered
  Number
  
  Jurisdiction
  of
  incorporationWaterford
  Wedgwood GmbH
  
  HRB 2900
  (Local Court (Amtsgericht) at
  Hof)
  
  GermanyJosiah
  Wedgwood & Sons Limited
  
  613288
  
  England and WalesStatum
  Limited
  
  343652
  
  England and
  WalesWaterford
  Wedgwood Retail Limited
  
  624489
  
  England and
  WalesWedgwood
  Limited
  
  44052
  
  England and
  WalesJosiah
  Wedgwood & Sons (Exports) Limited
  
  240666
  
  England and
  WalesStuart &
  Sons Limited
  
  117548
  
  England and
  WalesWaterford
  Wedgwood U.K. plc
  
  2058427
  
  England and
  WalesWaterford
  Wedgwood Australia Limited
  
  47676
  
  England and
  WalesWaterford
  Crystal Limited
  
  78088
  
  Republic of
  IrelandWaterford
  Crystal (Manufacturing) Limited
  
  104597
  
  Republic of
  IrelandCashs Mail
  Order Limited
  
  314484
  
  Republic of
  IrelandWaterford
  Wedgwood Japan Limited
  
  1299-01-061031
  
  JapanWaterford
  Wedgwood USA, Inc.
  
  131943058
  
  New York,
  USAWW Inc.
  
  51-0329548
  
  Delaware,
  USAWaterford
  Wedgwood, Inc.
  
  51-0376781
  
  Delaware,
  USAWaterford
  Wedgwood Finance, Inc.
  
  51-0384843
  
  Delaware,
  USAWaterford
  Wedgwood Holdings Inc.
  
  2203029516
  
  Delaware,
  USAWaterford
  Wedgwood Linens, Inc.
  
  06-1622817
  
  Delaware,
  USAWaterford
  Wedgwood Canada, Inc.
  
  2282950
  
  CanadaJosiah
  Wedgwood & Sons (Aust) Pty Ltd
  
  ACN
  0000077190
  
  Australia  14 
   Part II
HY Bond Guarantors  Guarantor
  
  Registered
  Number
  
  Jurisdiction
  of
  incorporationWaterford
  Wedgwood GmbH
  
  HRB 2900
  (Local Court (Amtsgericht) at
  Hof)
  
  GermanyJosiah
  Wedgwood & Sons Limited
  
  613288
  
  England and
  WalesStatum
  Limited
  
  343652
  
  England and
  WalesWaterford
  Wedgwood Retail Limited
  
  624489
  
  England and
  WalesWedgwood
  Limited
  
  44052
  
  England and
  WalesJosiah
  Wedgwood & Sons (Exports) Limited
  
  240666
  
  England and
  WalesStuart &
  Sons Limited
  
  117548
  
  England and
  WalesWaterford
  Wedgwood Australia Limited
  
  47676
  
  England and
  WalesWaterford
  Wedgwood U.K. plc
  
  2058427
  
  England and
  WalesWaterford
  Crystal Limited
  
  78088
  
  Republic of
  IrelandWaterford
  Crystal (Manufacturing) Limited
  
  104597
  
  Republic of
  IrelandCashs Mail
  Order Limited
  
  314484
  
  Republic of
  IrelandWaterford
  Wedgwood Japan Limited
  
  1299-01-061031
  
  JapanWaterford
  Wedgwood USA, Inc.
  
  131943058
  
  New York,
  USAWW Inc.
  
  51-0329548
  
  Delaware,
  USAWaterford
  Wedgwood, Inc.
  
  51-0376781
  
  Delaware,
  USAWaterford
  Wedgwood Finance, Inc.
  
  51-0384843
  
  Delaware,
  USAWaterford
  Wedgwood Holdings Inc.
  
  2203029516
  
  Delaware,
  USAWaterford
  Wedgwood Linens, Inc.
  
  06-1622817
  
  Delaware,
  USAJosiah Wedgwood
  & Sons (Aust) Pty Ltd
  
  ACN
  0000077190
  
  AustraliaWaterford
  Wedgwood Canada, Inc.
  
  2282950
  
  Canada  15 
   SCHEDULE 2The Lenders   Burdale
Financial Limited Suberasu Japan
Investments II B.V.  16 
   SCHEDULE 3Accession Mechanics  Part I
Creditors Accession Deed   To:[                ]
as Security Trustee  From:[ACCEDING
CREDITOR]   THIS DEEDdated
[            ], is
supplemental to the intercreditor and security trust deed (the Deed) dated
[       ] September 2004 and made between
Waterford Wedgwood plc, certain Obligors as defined therein, the Security
Trustee as defined therein and certain Creditors as defined therein.  Words and
expressions defined in the Deed have the same meaning when used in this deed.  [Acceding
Creditor] (the Acceding Creditor)
of [address] hereby agrees with each other person who is currently or who
becomes a party to the Deed that with effect from the date hereof and in
accordance with the provisions of Clause 14.4 (Creditors
Accession) of the Deed the Acceding Creditor will become a party to
and be bound by and benefit from the Deed as a [Senior Lender/HY Bonds
Trustee/Creditor/Ancillary Bank]*[and shall assume such of the [Transferring
Creditors] obligations under this deed as are specified in the Schedule
hereto].  The address
for notices to the [Acceding Creditor] for the purposes of Clause 22 (Notices) of the Deed is:  [                                                                 ]  This deed is
governed by and shall be construed in accordance with English law.  IN WITNESS WHEREOFthis deed has been
executed by the parties hereto as a deed on the day and year first above
written.   Signed as a
deed on behalf of [name of Acceding Creditor]   
 * Delete as
appropriate  17 
   Director  Director/Secretary   Schedule of
[Transferring Creditors] Obligations  18 
   Part II
Obligors Accession Deed  To:[                    ]
as Security Trustee  From:[ADDITIONAL
OBLIGOR]   THIS DEEDdated
[            ], is
supplemental to the intercreditor and security trust agreement (the Deed) dated
[       ] September 2004 and made between
Waterford Wedgwood plc, certain Obligors as defined therein, the Security
Trustee as defined therein and certain Creditors as defined therein.  Words and
expressions defined in the Deed have the same meaning when used in this deed.  [Additional
Obligor] (the Additional Obligor)
of [address] hereby agrees with each other person who is currently or who
becomes a party to this deed that with effect from the date hereof and in
accordance with the provisions of Clause 14.3 (Obligors)
of the Deed the Additional Obligor will become a party to and be bound by and
benefit from the Deed as an Additional Obligor.  The address
for notices to the Additional Obligor for the purposes of Clause 22 (Notices) of the Deed is:  Waterford
Wedgwood plc 1-2 Upper
Hatch Street Dublin 2 Ireland  Facsimile:  +353 1 478 4863 Attention:  Company Secretary  This deed is
governed by and shall be construed in accordance with English law.  IN WITNESS WHEREOFthis deed has been
executed by the parties hereto as a deed on the day and year first above
written.   Signed as a
deed on behalf of [name of Additional Obligor]  Director  Director/Secretary  19 
   SCHEDULE 4Security Trust  1.DELEGATION BY SECURITY TRUSTEE  1.1Delegation:  The Security Trustee may
delegate in any manner to any person any rights exercisable by the Security
Trustee under this Deed.  Any such
delegation may be made upon such terms and conditions (including power to
sub-delegate) as the Security Trustee thinks fit.  1.2Liability
for Delegates: The Security Trustee shall not be
liable or responsible to the Obligors and the Creditors or any other person for
any costs, charges, losses, damages, liabilities or expenses arising from any
act, default, omission or misconduct of any such delegate, except to the extent
caused by the Security Trustees own gross negligence or wilful misconduct in
choosing the delegate.  2.INVESTMENT BY SECURITY TRUSTEE  2.1Authorised
Investments: 
Any moneys which under the trusts contained in this Deed are received or
held by the Security Trustee may be invested in the name of or under the
control of the Security Trustee:  (a)in any investment then authorised by English law for the investment
by trustees of trust moneys; and/or  (b)in any other investment selected by the Security Trustee; and/or  (c)by placing those moneys on deposit in the name of or under the
control of the Security Trustee at such bank or institution (including itself,
any other Creditor or any affiliate of any Creditor) as the Security Trustee
thinks fit.  2.2Realisation
Account: 
Subject to paragraph 3 (Appropriation
and Distribution), the Security Trustee shall:  (a)establish a trust account for all amounts and proceeds to be held by
the Security Trustee under this Deed (the Realisation
Account) and place any sum received, recovered or held by it in
respect of this Deed in the Realisation Account; and  (b)invest an amount equal to the balance from time to time standing to
the credit of that suspense account in any of the investments authorised by
paragraph 2.1 (Authorised Investments),
with power from time to time in its absolute discretion to vary such
investments; and  (c)credit the income from such investments to the relevant suspense
account when received by the Security Trustee.  Accordingly,
no interest shall be paid on any balance standing to the credit of any suspense
account.  20 
   3.APPROPRIATION AND DISTRIBUTION  3.1Timing
of Distributions: 
Distributions by the Security Trustee shall be made at such times as the
Security Trustee in its absolute discretion determines to be as soon as
reasonably practical, having regard to all relevant circumstances.  3.2Basis
of Distribution: 
For the purpose of any distribution by the Security Trustee, it may:  (a)fix a date as at which the amount of the indebtedness under the
Facilities is to be calculated; and  (b)call for, and rely on, a certificate giving details of any sums due
or owing (including by way of Contingent Indebtedness) to any Creditor at the
date fixed by the Security Trustee for that purpose and as to such other
matters as the Security Trustee thinks fit to enable it to make that
distribution.  3.3Unwinding:  Any appropriation or
distribution which later transpires to have been, or is agreed by the Security
Trustee to have been, invalid, or which has to be refunded, shall be refunded
and shall be deemed never to have been made.  4.SECURITY TRUSTEES RIGHTS AND DUTIES  4.1Appointment:  Each Creditor authorises
the Security Trustee to perform the functions specifically delegated to it by
the terms of this Deed and such other functions as are reasonably
incidental.  The Security Trustee shall
not be an agent or (except as expressly provided in this Deed) a trustee or
fiduciary for any Creditor, nor an agent, trustee or fiduciary for any Obligor,
under or in relation to this Deed.  The
Security Trustee may not begin any legal action or proceeding in the name of
another Creditor without its consent.  4.2Duties:  The Security Trustee shall
have only those obligations and responsibilities expressly specified in this
Deed.  This shall include informing the
Creditors of any notification received under this Deed and informing the HY
Bond Trustee of the occurrence of the Senior Debt Discharge Date.  4.3Instructions
of the Senior Creditors:  Subject to the other provisions of this
paragraph 4 and Clause 15.2 (Entrenched
Rights) of this Deed, the Security Trustee shall act in accordance
with any instructions from the Agent (acting in accordance with the
instructions of an Instructing Group) or the Instructing Lenders in respect of
this Deed or any other Security Document or, if so instructed by the
Instructing Lenders, refrain from taking an (or any further) action or exercising
any right in respect of this Deed or any other Security Document.  Following the Senior Debt Discharge Date, the
Security Trustee shall act in accordance with the instructions of the HYB
Creditors, and all references herein to the Senior Creditors and Instructing
Lenders shall be to the HYB Creditors acting in accordance with the HY Bond
Indenture.  4.4Rights:  The Security Trustee may:  21 
   (a)perform any of its functions under this Deed by or through its
personnel or agents;  (b)refrain from exercising any right, power or discretion under this
Deed until it has received instructions from the Instructing Lenders as to
whether (and, if so, how) it is to be exercised and shall in all cases be fully
protected when acting, or (if so instructed) refraining from acting, in
accordance with those instructions;  (c)refrain from disclosing any document or information if such
disclosure, and may refrain from doing anything else which, would or might in
its opinion be contrary to any law or directive, be a breach of any duty of
secrecy or confidentiality or otherwise render it liable to any person and may
do anything which is in its opinion necessary to comply with any law or
directive;  (d)assume that no event of default or potential event of default
(however described) under any Facility has occurred unless one of its officers,
in performing its functions as Security Trustee under this Deed, acquires
actual knowledge to the contrary;  (e)refrain from taking any step (or further step) to protect or enforce
the rights of any person under this Deed until it has been indemnified (or
received confirmation that it will be so indemnified) and/or secured to its
satisfaction against any and all costs, losses, expenses or liabilities
(including legal fees) which it would or might sustain or incur as a result;  (f)rely on any communication or document believed by it to be genuine;  (g)rely as to any matter of fact which might reasonably be expected to
be within the knowledge of the Obligors or a Creditor or on a statement by or
on behalf of the Obligors or, as the case may be, that Creditor;  (h)obtain and pay for such legal or other expert advice or services as
may to it seem necessary or desirable and rely on any such advice;  (i)retain for its own benefit and without liability to account any fee
or other sum receivable by it for its own account;  (j)accept deposits from, lend money to, provide advisory or other
services to or engage in any kind of banking or other business with any party
to any Facility or any affiliate of any such party (and, in each case, may do
so without liability to account). Without prejudice to the generality of this
paragraph 4.4(j), neither the Security Trustee nor any of its affiliates shall
have any duty to disclose or act on or take into account any document or
information of which any of them has knowledge or notice or otherwise becomes
aware in the course of doing anything permitted by this paragraph 4.4(j) and,
in performing its duties, obligations and responsibilities under this Deed, the
Security Trustee shall be entitled to ignore any such document or information
which is not publicly available;  22 
   (k)accept without enquiry, requisition, objection or investigation such
title as the Obligors may have to the assets secured under the Security
Documents; and  (l)take any steps it sees fit as to the holding of any title deeds and
other documents relating to any of the assets subject to the Security expressed
to be created by the Security Documents, including allowing the Obligors to
retain them,  and every
receiver, delegate, attorney, agent or other similar person appointed under any
Security Document may indemnify itself out of the Security constituted thereby
against all liabilities, charges, claims, costs, expenses or losses incurred or
sustained by it in relation to this Deed, or in the exercise of any right or
trust vested in any of them or in respect of any other matter or thing done or
omitted to be done in any way relating to this Deed, except to the extent
resulting from its own wilful default or gross negligence.  4.5Exoneration:  Neither the Security Trustee nor any of its
personnel or agents shall be:  (a)responsible for the adequacy, accuracy, completeness or
reasonableness of any representation, warranty, statement, projection,
assumption or information in any Facility or any notice or other document
delivered under or in connection with any Facility;  (b)responsible for the execution, delivery, genuineness, validity,
legality, priority, ranking, adequacy, performance, enforceability or
admissibility in evidence of any Facility or any such notice or other document
or of any Security expressed to be created by them;  (c)liable for any failure, omission or defect in perfecting the
Security created by or pursuant to any Security Document, including (i) failure
to obtain any authorisation for the execution, validity, enforceability or
admissibility in evidence of any Security Document and (ii) failure to effect
or procure registration of or otherwise protect or perfect any of the Security
created by the Security Documents under any laws in any territory;  (d)(without prejudice to any provision of this Deed and paragraph 3 of
this Schedule 4) under any duty to ensure that any payment or other financial
benefit in respect of any asset secured by the Security Documents is duly and
punctually paid, received or collected or to ensure the taking up of any (or
any offer of any) stocks, shares, rights, moneys or other property accruing or
offered at any time by way of interest, dividend, redemption, bonus, rights,
preference, option, warrant or otherwise in respect of any asset;  (e)responsible for the collectability of any amount payable under any
Facility;  (f)obliged to enquire as to the occurrence or continuation of an event
of default or potential event of default (however described) under any
Facility; or  23 
   (g)liable for anything done or not done by it or any of them under or
in connection with any Facility, including any of the things identified in
paragraphs (a) to (f) above, save in the case of its or their own gross
negligence or wilful misconduct.  4.6Security Trustee as Creditor:  The Security Trustee shall
have the same rights and powers with respect to its capacity as a Creditor
under the Facilities (if any) as any other Creditor and may exercise those
rights and powers as if it were not also acting in that capacity.  4.7Non-Reliance on Security Trustee:  Each Creditor confirms that
it has itself been, and will at all times continue to be, solely responsible
for making its own independent investigation and appraisal of the business,
financial condition, prospects, creditworthiness, status and affairs of the
Obligors and the Creditors and any other member of the Group, and has not
relied, and will not at any time rely, on the Security Trustee:  (a)to provide it with any information relating to the business,
financial condition, prospects, creditworthiness, status or affairs of the
Obligors, any other member of the Group or any other person, whether coming
into its possession before or after the making of any advance under the
Facilities;  (b)to check or enquire into the adequacy, accuracy, completeness or
reasonableness of any representation, warranty, statement, projection,
assumption or information at any time provided by or on behalf of the Obligors,
any other member of the Group or any other person under or in connection with
any Facility (whether or not that information has been or is at any time
circulated to it by the Security Trustee); or  (c)to assess or keep under review the business, financial condition,
prospects, creditworthiness, status or affairs of the Obligors, any other
member of the Group, or any other person.  4.8Indemnity:  (a)The Company and the other Obligors hereby agree, jointly and
severally and on demand, to indemnify the Security Trustee against any and all
outstanding costs, expenses or liabilities sustained or incurred by the
Security Trustee in complying with any instructions from the Creditors or
otherwise sustained or incurred by the Security Trustee in connection with this
Deed (such amounts being referred to as the Indemnified Amounts), except:  (i)routine administrative costs
and expenses of the Security Trustee; or  (ii)to the extent that they are
sustained or incurred as a result of its own gross negligence or wilful
misconduct or that of any of its personnel or agents.  (b)  24 
   (i)To the extent that the Company
and the other Obligors shall at any time fail to comply with their obligations
pursuant to this paragraph 4.8, each Creditor (on a several and not joint
basis) shall repay to the Security Trustee on demand principal Distributions
received by each such Creditor (calculated on a pro rata basis by reference to
their respective actual and potential liability in respect of principal or
notional amounts under an Obligation (including undrawn commitments) at the
date of the Senior Facility Agreement).  (ii) (A)Without limiting the liability of
any Obligor under the Credit Documents, to the extent that the amounts received
under (b)(i) above are insufficient to reimburse the Security Trustee in full,
each Senior Creditor must indemnify the Security Trustee for that Senior
Creditors share of any loss or liability incurred by the Security Trustee in
acting as the Security Trustee, except to the extent that the loss or liability
is directly caused by the Security Trustees gross negligence or wilful
misconduct.  (B)A Senior Creditors share of any
loss or liability under paragraph (A) above will be the proportion which the
aggregate amount of Debt owing to it and available to be drawn from it under
the Credit Documents bears to all the Debt then owing and available to be drawn
under the Credit Documents, as calculated by the Security Trustee.  If the Debt is denominated in more than one
currency, the Security Trustee may use whatever rate of exchange it considers
appropriate for this purpose.  (C)The Security Trustee may deduct
from any amount received by it for a Senior Creditor any amount due to the
Security Trustee from that Creditor under this Deed or a Security Document but
unpaid.  (c)Following the payment of any amount by a Creditor in accordance with
paragraph (b) above, a corresponding amount shall then become due and owing to
that Creditor by the Obligors.  4.9Joint Creditor: To the
extent the Security Trustee is not a creditor itself, it shall be the joint
creditor (together with the relevant Creditor) of each and every obligation of
the Company and the Obligors in full towards each of the Creditors under each
Credit Document and accordingly will have its own independent right to demand
performance by the Company or the Obligors of those obligations in accordance
with Clause 16.2 (Security Trustee as joint
creditor) of the Agreement.  5.RESIGNATION OF SECURITY TRUSTEE  5.1Resignation: The Security
Trustee may resign at any time if it gives at least 7 days notice to the
Obligors.  However, no resignation shall
be effective until the successor has been appointed and accepted its
appointment in accordance with this paragraph 5.  25 
   5.2Appointment of Successor:  The Security Trustee may in its notice of
resignation appoint any of its affiliates with an office in London or any
affiliate of Wachovia Bank, NA with an office in London or, with its consent,
any other Creditor as its successor.  If
it does not do so, prior to the Senior Debt Discharge Date, the Senior
Creditors may appoint a successor: thereafter, the HYB Creditors may appoint a
successor. If the relevant successor has not been so appointed and accepted its
appointment within 15 days after the date of the notice of resignation, the
resigning Security Trustee may appoint any reputable bank or financial
institution with an office in London (whether or not an affiliate of it or of
Wachovia Bank, NA) to be its successor. 
Following the Senior Debt Discharge Date, if the resigning Security
Trustee chooses not to make such an appointment, then the HY Bond Trustee shall
automatically become Security Trustee.  5.3Method of Appointment:  Any appointment of a successor must be in
writing, signed by the person(s) appointing that successor and delivered to
that successor.  Any acceptance of such
appointment must be in writing, signed by the person appointed and delivered to
the person(s) appointing that successor. The Creditors shall be promptly
informed of the acceptance by a successor Security Trustee.  5.4Discharge of Obligations:  Upon the successor accepting its appointment,
the resigning Security Trustee shall be automatically discharged from any
further obligation under this Deed and its successor and each of the other
parties to this Deed shall have the same rights and obligations among
themselves as they would have had if the successor had been the original
Security Trustee party to this Deed.  5.5Documents:  The resigning Security Trustee shall provide
its successor with (or with copies of) such of its records as its successor
requires to carry out its functions under this Deed.  6.REMOVAL AND REPLACEMENT OF SECURITY TRUSTEE  6.1Voting: On a written
notice being sent by any Senior Creditor to each other Senior Creditor
requesting that the Security Trustee be removed from office and setting out the
reasons for such request, the Senior Creditors shall vote on such request.  6.2Replacement Security Trustee: Following any such vote referred to in paragraph 6.1 above:  (a)prior to the Senior Debt Discharge Date, if so requested by the
Instructing Lenders, the Security Trustee shall immediately resign from office
and a Creditor other than the Security Trustee at that date shall be appointed
by the Instructing Lenders to take over the role of Security Trustee with
immediate effect from such date; and  (b)following the Senior Debt Discharge Date, if so requested by the HY
Bonds Trustee (acting in accordance with the HY Bond Indenture), the Security
Trustee shall immediately resign from office and a Creditor other than the
Security Trustee at that date shall be appointed by the HY Bonds Trustee  26 
   (acting in
accordance with the HY Bond Indenture) to take over the role of Security
Trustee with immediate effect from that date.  7.REMUNERATION  The Security
Trustee shall not be accountable to any other Creditor for any remuneration nor
for any other payment of any nature (whether in respect of its costs, expenses
or otherwise) which it has received or may receive from any person in respect
of its acting as Security Trustee.  The
Security Trustee shall not by virtue of receiving any such remuneration or other
payment be deprived of any rights, powers, privileges or immunities under any
other Facility, under statute or at common law.  27 
   SCHEDULE 5Rights of Receivers  Any Receiver
appointed pursuant to Clause 18 (Appointment
and rights of Receivers) shall have the right, either in his own
name or in the name of the relevant Obligor or otherwise and in such manner and
upon such terms and conditions as the Receiver thinks fit, and either alone or
jointly with any other person:  1.Enter into possession  to take
possession of, get in and collect the Charged Assets, and to require payment to
it or to any Creditor of any credit balance on any bank account;  2.Carry on business  to manage and
carry on any business of that Obligor in any manner he thinks fit;  3.Contracts  to enter into
any contract or arrangement and to perform, repudiate, rescind or vary any
contract or arrangement to which that Obligor is a party;  4.Deal with Charged Assets  to sell,
transfer, assign, exchange, hire out, convert into money, lend or otherwise
dispose of or realise the Charged Assets to any person (including a new company
formed pursuant to paragraph (5) (Hive down))
either by public offer or auction, tender or private contract and for a
consideration of any kind (which may be payable or delivered in one amount or
by instalments spread over a period or deferred) in any manner and on any terms
which he thinks fit (for the avoidance of doubt a Receiver may sever or sell
separately any fixtures, other than landlords fixtures, from the property
containing them without the consent of the relevant Security Provider);  5.Hive down  to form a new
company and to subscribe for or acquire (for cash or otherwise) any investment
in or of the new company and to sell, transfer, assign, exchange and otherwise
dispose of or realise any such investments or part thereof or any rights
attaching thereto;  6.Borrow money  to borrow or
raise money either unsecured or on the security of the Charged Assets (either
in priority to the charges granted pursuant to the Security Documents or
otherwise) and generally on any terms and for whatever purpose which he thinks
fit;  7.Covenants and guarantees  to enter into
bonds, covenants, guarantees, indemnities and other commitments and to make all
payments needed to effect, maintain or satisfy them;  28 
   8.Dealings with tenants  to grant
leases, tenancies, licences and rights of user, grant renewals and accept
surrenders of leases, tenancies, licences or rights of user, and otherwise to
reach agreements and make arrangements with, and to make allowances to, any
lessees, tenants or other persons (including a new company formed pursuant to
paragraph (5) (Hive down)) from
whom any rents and profits may be receivable (including those relating to the
grant of any licences, the review of rent in accordance with the terms of, and
the variation of, the provisions of any leases, tenancies, licences or rights
of user affecting the Charged Assets);  9.Rights of ownership  to manage and
use the Charged Assets and to exercise and do (or permit that Obligor or any
nominee of it to exercise and do) all such rights and things as the Receiver
would be capable of exercising or doing if he were the absolute beneficial
owner of the Charged Assets;  10.Insurance, repairs, improvements etc.  to insure the
Charged Assets on such terms as he thinks fit, to carry out decorations,
repairs, alterations, improvements and additions to the Charged Assets
(including the development or redevelopment of any real property) and to
purchase or otherwise acquire or do anything in connection with the Charged
Assets;  11.Claims  to settle,
adjust, refer to arbitration, compromise and arrange any claims, accounts,
disputes, questions and demands with or by any person who is a Creditor or
relating to the Charged Assets;  12.Legal actions  to bring,
prosecute, enforce, defend and abandon actions, suits and proceedings in
relation to the Charged Assets or any business of that Obligor;  13.Redemption of Security  to redeem any
Security (whether or not having priority to the charges granted pursuant to the
Security Documents) over the Charged Assets and to settle the accounts of any
person with an interest in the Charged Assets;  14.Employees etc.  to appoint,
hire and employ managers, officers, employees, contractors, agents, advisors
and others upon such terms as to remuneration or otherwise as he thinks fit and
to discharge any such persons and any such persons appointed, hired or employed
by that Obligor;  29 
   15.Receipts  to give a
valid receipt for any moneys and execute any assurance or thing which may be
proper or desirable for realising any Charged Asset;  16.Delegation  to delegate
his powers in accordance with this Deed;  17.Lending  to lend money
or advance credit to any customer of any Security Provider; and  18.Other powers  exercise any
of the powers set out in Schedule 1 to the Insolvency Act 1986; to do anything
else he may think fit for the realisation of the Charged Assets or incidental
to the exercise of any of the rights conferred on the Receiver under or by
virtue of any Facility to which the relevant Obligor is a party; to exercise in
relation to any Charged Asset all the powers, authorities and things which he
would be capable of exercising if he were the absolute beneficial owner of that
Charged Asset; and/or use the name of any Security Provider for any of the
above purposes.  30 
   SCHEDULE 6Security documents  Each Security
Document listed hereunder is dated on or about the date of this Agreement.  1.English
law debenture between Waterford Wedgwood U.K. plc, Josiah Wedgwood & Sons
Limited, Josiah Wedgwood & Sons (Exports) Limited, Waterford Wedgwood
Retail Limited, Wedgwood Limited, Stuart & Sons Limited, Statum Limited and
the Security Trustee  2.Irish
law debenture between Waterford Wedgwood plc, Waterford Crystal Limited,
Waterford Crystal (Manufacturing) Limited and the Security Trustee  3.Canadian
law security agreement between Waterford Wedgwood Canada, Inc. and the Security
Trustee  4.Canadian
law securities pledge agreement relating to shares in Waterford Wedgwood Canada
Inc. between Waterford Wedgwood U.K. PLC and the Security Trustee  5.Canadian
law securities pledge agreement relating to shares in Waterford Wedgwood Canada
Inc. between Waterford Wedgwood plc and the Security Trustee  6.New
York law trademark security agreement between Josiah Wedgwood & Sons Limited
and the Security Trustee  7.New
York law trademark security agreement between Stuart & Sons Limited and the
Security Trustee  8.New
York law trademark security agreement between Wedgwood Limited and the Security
Trustee  9.New
York law trademark security agreement between Waterford Wedgwood plc and the
Security Trustee  10.New York
law trademark security agreement between Waterford Wedgwood plc and the
Security Trustee  11.New York
law general security agreement between Waterford Wedgwood Linens, Inc.,
Waterford Wedgwood USA, Inc., WW Inc., Waterford Wedgwood Holdings, Inc. and
Waterford Wedgwood, Inc. in favour of the Security Trustee  12.New York
law pledge and security agreement between Waterford Wedgwood Partners, WW,
Inc., Waterford Wedgwood, Inc., Waterford Wedgwood USA, Inc., Waterford
Wedgwood Linens, Inc., Waterford Wedgwood Holdings, Inc., Waterford Wedgwood
plc and the Security Trustee  13.New York
law deposit account control agreement between Waterford Wedgwood USA, Inc.,
Waterford Wedgwood, Inc., the Security Trustee and Wachovia Bank, National
Association  31 
   14.Japanese
law security over intellectual property between Wedgwood Limited, Josiah
Wedgwood & Sons Limited and the Security Trustee  15.Japanese
law joto tanpo agreement for security over shares in Waterford Wedgwood Japan
Limited between Wedgwood Limited and the Security Trustee  16.Japanese
law joto tanpo asset security agreement between Waterford Wedgwood Japan
Limited and the Security Trustee  17.Australian
law share mortgage over shares in Josiah Wedgwood & Sons Australia Limited
between Wedgwood Limited and the Security Trustee  18.Australian
law fixed and floating charge between Waterford Wedgwood Australia Limited and
the Security Trustee  19.English law
security over shares in Waterford Wedgwood Australia Limited between Josiah
Wedgwood & Sons (Aust) Pty Limited and the Security Trustee  20.German law
share pledge agreement relating to shares in Waterford Wedgwood GmbH between
Wedgwood Limited and the Security Trustee  21.German law
assignment of intellectual property between Wedgwood Limited and the Security
Trustee  22.German law
receivables pledge agreement between Waterford Wedgwood GmbH and the Security
Trustee  23.German law
share pledge agreement relating to shares in Wedgwood GmbH between Waterford
Wedgwood GmbH and the Security Trustee  24.German law
share pledge agreement relating to shares in Rosenthal AG between Waterford
Wedgwood GmbH and the Security Trustee  25.German law
account pledge agreement between Waterford Wedgwood GmbH and the Security
Trustee  26.Italian law
trademarks pledge deed between Rosenthal AG and the Security Trustee  27.Swiss law
share pledge over the shares in All-Clad GmbH between Waterford Wedgwood plc
and the Security Trustee  28.German law
receivables pledge agreement between Rosenthal AG and the Security Trustee  29.German law
account pledge agreement between Rosenthal AG and the Security Trustee  30.German law
security transfer agreement regarding inventory and equipment between Rosenthal
AG and the Security Trustee  31.German law
security transfer agreement regarding intellectual property between Rosenthal
AG and the Security Trustee  32 
   32.New York
law security agreement in relation to trademarks between Rosenthal AG and the
Security Trustee  33 
   SIGNATORIES  Company  WATERFORD WEDGWOOD PLC  GIVEN under
the Common Seal of WATERFORD WEDGWOOD PLC  Director  Witness:  Director/Secretary  Witness:   Subsidiary Obligors  WATERFORD WEDGWOOD U.K. PLC  EXECUTED as
  a deed by
  )WATERFORD
  WEDGWOOD U.K. PLC
  )acting by
  )and
  )  Director  Director/Secretary  JOSIAH WEDGWOOD & SONS LIMITED  EXECUTED as
  a deed by
  )JOSIAH
  WEDGWOOD & SONS LIMITED
  )acting by
  )and
  )  Director  Director/Secretary  34 
   JOSIAH WEDGWOOD & SONS (EXPORTS) LIMITED  EXECUTED as
  a deed by
  )JOSIAH
  WEDGWOOD & SONS (EXPORTS)
  )LIMITED
  acting by
  )and
  )  Director  Secretary  STATUM LIMITED  EXECUTED as
  a deed by
  )STATUM
  LIMITED
  )acting by
  )and
  )  Director  Director/Secretary   STUART & SONS LIMITED  EXECUTED as
  a deed by
  )STUART &
  SONS LIMITED
  )acting by
  )and
  )  Director  Secretary   WATERFORD WEDGWOOD RETAIL LIMITED  EXECUTED as
  a deed by
  )WATERFORD
  WEDGWOOD RETAIL LIMITED
  )acting by
  )and
  )  Director  Director/Secretary  35 
   WEDGWOOD LIMITED  EXECUTED as
  a deed by
  )WEDGWOOD
  LIMITED
  )acting by
  )and
  )  Director  Director/Secretary   WATERFORD WEDGWOOD AUSTRALIA LIMITED  EXECUTED as
  a deed by
  )WATERFORD
  WEDGWOOD
  )AUSTRALIA
  LIMITED
  )acting by
  )and
  )  Director  Director/Secretary   WATERFORD WEDGWOOD GMBH  SIGNED as a
  deed on behalf of
  )WATERFORD
  WEDGWOOD GMBH,
  )a company
  incorporated in Germany,
  )by
  )and
  )being
  persons who, in accordance with the laws of that
  )territory,
  are acting under the authority of the company
  )   WATERFORD CRYSTAL LIMITED  GIVEN under
the Common Seal of WATERFORD CRYSTAL LIMITED  Director  Witness:   Director/Secretary  Witness:  36 
   CASHS MAIL ORDER LIMITED  GIVEN under
the Common Seal of CASHS MAIL ORDER LIMITED  Director  Witness:  Director/Secretary  Witness:   WATERFORD CRYSTAL (MANUFACTURING) LIMITED  GIVEN under
when the Common Seal of WATERFORD CRYSTAL (MANUFACTURING) LIMITED  Director  Witness:   Secretary  Witness:   WATERFORD WEDGWOOD JAPAN LIMITED  SIGNED as a
  deed on behalf of
  )WEDGWOOD
  JAPAN LIMITED,
  )a company
  incorporated in Japan, by
  )and
  )being
  persons who, in accordance
  )with the
  laws of that territory, are acting under
  )the
  authority of the company
  )  37 
   WATERFORD WEDGWOOD USA INC.SIGNED as a
  deed on behalf of
  )WATERFORD
  WEDGWOOD USA INC.,
  )a company
  incorporated in New York, USA by
  ))and
  )being
  persons who,
  )in
  accordance with the laws of that territory, are
  )acting under
  the authority of the company
  )WW INC.SIGNED as a
  deed on behalf of
  )WW INC., a
  company incorporated in
  )New York,
  USA by
  )and
  )being
  persons who, in accordance with the laws
  )of that
  territory, are acting under the authority
  )of the
  company
  )WATERFORD WEDGWOOD, INC.SIGNED as a
  deed on behalf of
  )WATERFORD
  WEDGWOOD, INC.,
  )a company
  incorporated in Delaware, USA by
  ))and
  )being
  persons who,
  )in
  accordance with the laws of that territory, are
  )acting under
  the authority of the company
  )WATERFORD WEDGWOOD LINENS, INC.SIGNED as a
  deed on behalf of
  )WATERFORD
  WEDGWOOD LINENS, INC.,
  )a company
  incorporated in Delaware, USA by
  ))and
  )being
  persons who,
  )in accordance
  with the laws of that territory, are
  )acting under
  the authority of the company
  )  38 
   WATERFORD WEDGWOOD FINANCE, INC.SIGNED as a
  deed on behalf of
  )WATERFORD
  WEDGWOOD FINANCE, INC.,
  )a company
  incorporated in Delaware, USA by
  ))and
  )being
  persons who,
  )in
  accordance with the laws of that territory, are
  )acting under
  the authority of the company
  )WATERFORD WEDGWOOD HOLDINGS INC.SIGNED as a
  deed on behalf of
  )WATERFORD
  WEDGWOOD HOLDINGS INC.
  )a company
  incorporated in Delaware, USA by
  ))and
  )being
  persons who,
  )in
  accordance with the laws of that territory, are
  )acting under
  the authority of the company
  )WATERFORD WEDGWOOD CANADA, INC.EXECUTED as
  a deed by
  )WATERFORD
  WEDGWOOD CANADA, INC.
  )LIMITED
  acting by
  )and
  )  Director  Secretary  39 
   JOSIAH WEDGWOOD & SONS (AUST) PTY LTD  SIGNED,
  SEALED AND DELIVERED
  )by
  )as attorney
  for
  )JOSIAH
  WEDGWOOD & SONS (AUST) PTY LTD
  )in the
  presence of:
  )   Signature of
witness:  Name of
witness:   Senior Lenders  BURDALE FINANCIAL LIMITED  By:   SUBERASU JAPAN INVESTMENTS II B.V.  By:   Security Trustee  BURDALE FINANCIAL LIMITED  By:   HY Bonds Trustee  THE BANK OF NEW YORK, LONDON  By:  40