Exhibit 2.16  CONFORMED COPY   THIRD AMENDMENT AGREEMENT   DATED 28TH MAY, 2004   relating to a Revolving Credit Facility and Bilateral
Facilities originally dated 29th November,
1999 (but amended and restated on a number of occasions, most recently by an amendment
and
restatement agreement dated 26th November, 2003).   For   WATERFORD WEDGWOOD PLC  WATERFORD WEDGWOOD U.K. PLC  and certain Subsidiaries   With   THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND  as Agent    ALLEN & OVERY LLP LONDON  
   CONTENTS  Clause1.
  Interpretation2.
  Conditions Precedent3.
  Amendments4.
  Representations5.
  Consents6.
  Fees7.
  Expenses8.
  Miscellaneous9.
  Security
  Confirmation10.
  Continuation11.
  Counterparts12.
  Jurisdiction13.
  Governing
  LawSchedule1.
  Various Parties1
  Original Borrowers2
  Original Guarantors3
  Security Providers4
  RCF Banks5
  Original Bilateral Banks2.
  Conditions Precedent
  Documents3.
  Amendments to the
  Credit AgreementSignatories  
   THIS
AGREEMENT is dated 28thMay, 2004 between:  (1)WATERFORD WEDGWOOD PLC ( a company incorporated in the Republic of
Ireland with registered number. 11861) (the Company);  (2)WATERFORD WEDGWOOD U.K. PLC (incorporated in England with registered
number 2058427) (WWUK);  (3)THE SUBSIDIARIES OF THE COMPANY listed in Part 1 of Schedule 1
as borrowers and guarantors (the Original Borrowers);  (4)THE SUBSIDIARIES OF THE COMPANY listed in Part 2 of Schedule 1
as guarantors (the Original Guarantors);  (5)THE SUBSIDIARIES OF THE COMPANY LISTED IN Part 3 of Schedule 1
as security providers (the Security Providers);  (6)THE ROYAL BANK OF SCOTLAND PLC and THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND as arrangers (in this capacity the Arrangers);  (7)THE FINANCIAL INSTITUTIONS listed in Part 4 of Schedule 1 as
revolving credit banks (in this capacity the RCF Banks)  (8)THOSE RCF BANKS (or Affiliates of them) listed in Part 5 of
Schedule 1 as providers of bilateral facilities as at the date of this
Agreement (in this capacity the Original Bilateral Banks);  (9)THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND as agent (in this
capacity the Agent);  (10)THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, THE ROYAL BANK OF
SCOTLAND PLC AND BARCLAYS BANK PLC as joint bank co-ordinators (in this
capacity the Bank Co-Ordinators);and  (11)BARCLAYS BANK PLC as intercreditor agent
and security trustee (the Security Trustee).  BACKGROUND  (A)This Agreement (the Agreement)
is supplemental to and amends a credit agreement originally dated 29th
November, 1999 but amended and restated on a number of occasions, most recently
by an amendment and restatement agreement dated 26th
November 2003 between, among others, the Company and the Agent (as so
amended and restated, the Credit Agreement).  (B)Certain of the Banks also provide bilateral
loans, overdraft and letter of credit issuance facilities to the Group.  (C)The Finance Parties have agreed to amend
the terms of the Credit Agreement (and the Banks providing bilateral facilities
have agreed to amend the terms on which they are provided and to incorporate
the terms on which those bilateral facilities are provided into the Credit
Agreement), as set out in this Agreement. In accordance with the provisions of
Clause 28 (Amendments and Waivers) of the Credit Agreement, the Agent may
effect on behalf of the Finance Parties, the amendments set out in this
Agreement.  1 
   IT
IS AGREEDas follows:  1.INTERPRETATION  1.1Definitions  (a)Capitalised terms defined in the Credit
Agreement have, unless expressly defined in this Agreement, the same meaning in
this Agreement.  (b)Effective Datemeans the date upon which the Agent gives
the notification referred to in Clause 2.1(a) (Documentary conditions
precedent).  U.S. Disposalmeans the disposal of the shares or
business of the U.S. Disposal Companies.  U.S. Disposal Companiesmeans All-Clad USA, Inc. and
each of its Subsidiaries (other than Spring USA Inc.).  1.2Construction  (a)The provisions of Clause 1.2 (Construction)
of the Credit Agreement shall also apply to this Agreement as if set out in
this Agreement, save that references to this Agreement
shall be construed as references to this Agreement.  (b)This Agreement is supplemental to the
Credit Agreement. References in those documents to under this
Agreementand the like will be deemed to include this Agreement.  2.CONDITIONS PRECEDENT  2.1Documentary conditions
precedent  (a)The provisions of Clause 3 (Amendments)
shall take effect on and from the date on which the Agent notifies the Company
and the Banks that it has received the documents set out in Schedule 2
(Conditions Precedent) in form and substance satisfactory to the Agent.  The Agent will give that notification as soon
as practicable after receipt of those documents in form and substance
satisfactory to it (or, as the case may be, the Banks) (but subject, in each
case, to paragraph (b) below).  (b)The Agent shall not give the notice
referred to in paragraph (a) above if it is aware that:  (i)a Default has occurred which is continuing;
or  (ii)any of the representations and warranties
set out in Clause 4 (Representations and Warranties) are untrue or
inaccurate with reference to the facts and circumstances then subsisting,  save with the consent of all of the Banks.  The Agent shall promptly supply a Bank with a copy of
each document received by the Agent under paragraph (a) above upon the
request of that Bank.  2.2Lapse of this Agreement  If the notification from the Agent referred to in
paragraph (a) of Clause 2.1 above has not been given to the Company by 2pm
on 28th May, 2004 (or such later date as may be agreed by  2 
   the Agent (acting on the instructions of all of the
Banks) and the Company) then this Agreement shall lapse on that date and be of
no further effect and, without prejudice to the obligations of the Company
under Clause 6 (Fees), Clause 7 (Expenses) and Clause 9
(Continuation), none of the parties to this Agreement shall be under any
liability under it.  3.AMENDMENTS  On and from the Effective Date, the Credit Agreement
will be amended in accordance with the amendments set out in Schedule 3
(Amendments) to this Agreement and the same changes shall be automatically made
to the terms of the Bilateral Facilities which are common to the terms of the
Credit Agreement.  4.REPRESENTATIONS  Each of the Obligors represents and
warrants to each of the Finance Parties that on the date of this Agreement, and
on the Effective Date, each of the representations and warranties contained in
Clause 17 (Representations and Warranties) of the Credit Agreement would, if
repeated on that date, be true and accurate in all respects, in each case as if
references made on such date to the Credit Agreement were references to the
Credit Agreement as amended by this Agreement, provided that the
representations and warranties given on the date of this Agreement shall assume
that the Effective Date has occurred.  5.CONSENTS  5.1U.S. Disposal  (a)Subject to paragraph (b) below, the Finance
Parties hereby give their consent to the U.S. Disposal and:  (i)hereby instruct the Security Trustee, upon
the U.S. Disposal becoming effective, to release:  (A)all of the pledges over shares of the U.S.
Disposal Companies; and  (B)all security over assets of the U.S.
Disposal Companies which are (or are purported to be) subject to fixed or
specific security under any Security Documents; and  (ii)upon the U.S. Disposal becoming effective,
agree to irrevocably release all U.S. Disposal Companies from all of their obligations
and all claims (actual or contingent) against them under the Finance Documents.  (b)The consent given in (a) above is subject
to the conditions that:  (i)the U.S. Disposal is a bona fide third
party transaction and not to an Affiliate or connected person of, or related
person to, any member of the Group;  (ii)the net proceeds received by the Group from
the U.S. Disposal are equal to or greater than US$180,000,000 (or its
equivalent in other currencies) and are received in cash on or before 1st October,
2004; and  (iii)all such net proceeds are paid directly to
the Security Trustee for application in accordance with the terms of
Clause 8.1 (Pre-Enforcement Entitlements) or Clause 10.1  3 
   (Post-Enforcement
Entitlements) (as applicable) of the Intercreditor Agreement against the Senior
Debt (as defined in the Intercreditor Agreement).  5.2Budget delivery  The Finance Parties confirm that the waiver relating
to the late delivery of the Companys budget for the financial year 2005 is
effective and agree the delivery of such budget after the originally designated
date did not constitute an Event of Default.  5.3Changes to financial covenants  (a)The Finance Parties agree to use reasonable
endeavours (and negotiate in good faith) to agree adjustments to the financial
covenants contained in Clause 19 (Financial Covenants) of the Credit Agreement
in order to enable the Company to obtain a working capital statement from its
auditors which is required as a result of the Company seeking approval from its
shareholders for the U.S. Disposal for a period (to be no less than eighteen
months from the date of the circular to its shareholders seeking approval) as
required by the auditors for such purpose.  (b)For the avoidance of doubt, Clause 5.3(a)
above does not apply to any provisions of any Finance Document other than
Clause 19 (Financial Covenants) of the Credit Agreement.  6.FEES  Subject to the Effective Date occurring, the Company
will pay to the Agent for distribution among the Banks pro rata to their
Commitments, an amendment fee in the amount of euro 2,305,598. This fee is
payable on the earlier to occur of:  (a)the receipt by the Group of the net
proceeds from the U.S. Disposal (in which case it may be paid out of the net
proceeds of the U. S. Disposal); and  (b)31st December, 2004.  7.EXPENSES  The Company shall forthwith on demand pay the Agent
and the Co-ordinators the amount of all costs and expenses (including legal
fees and other advisers fees) properly incurred by any of them in connection
with:  (a)the negotiation, preparation, printing and
execution of this Agreement and any other documents referred to in this
Agreement or the Credit Agreement; and  (b)any amendment, waiver, consent or suspension
of rights (or any proposal for any of the foregoing) requested by or on behalf
of an Obligor and relating to this Agreement, the Credit Agreement or a
document referred to in this Agreement or the Credit Agreement.  8.MISCELLANEOUS  (a)Except as otherwise expressly provided in
this Agreement (and the Credit Agreement), the terms of this Agreement (and the
Credit Agreement) may be enforced only by a party to it and the operation of
the Contracts (Rights of Third Parties) Act 1999 is excluded.  4 
   (b)Notwithstanding any term of this Agreement
(and the Credit Agreement), the consent of any third party is not required for
any variation (including any release or compromise of any liability under) or
termination of this Agreement (or the Credit Agreement or both).  (c)The provisions of Clauses 33
(Severability), 35 (Notices) and 36 (Language) of the Credit Agreement shall
also apply to this Agreement as if set out in this Agreement, save that
references to the Agreement shall be construed
as references to this Agreement.  (d)This Agreement is designated a Finance Document for the purposes of the Credit Agreement.  9.SECURITYCONFIRMATION  Each Obligor and each Security Provider confirms that
the guarantees and Security Interests created by the Credit Agreement and the
Security Documents remain in full force and effect and secure all amounts
outstanding under the Finance Documents as amended by this Agreement,
notwithstanding the amendments to the Credit Agreement made by this Agreement.  10.CONTINUATION  The Obligors, the Arrangers, the Agent and
the Banks agree that the rights and obligations of each of them under the
Credit Agreement, and the rights and obligations of each party to a Bilateral
Document, shall not be affected or impaired by the execution, delivery and
performance of this Agreement except in the manner and to the extent stated in
this Agreement.  11.COUNTERPARTS  This Agreement 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
Agreement.  12.JURISDICTION  12.1Submission  For the benefit of each Finance Party, each Obligor
agrees that the courts of England have jurisdiction to settle any disputes in
connection with any Finance Document and, accordingly, submits to the
jurisdiction of the English courts.  12.2Service of process  Without prejudice to any other mode of service, each
Obligor (other than an Obligor incorporated in England and Wales):  (a)irrevocably appoints Waterford Wedgwood
U.K. Plc (which hereby accepts that appointment) as its agent for service of
process relating to any proceedings before the English courts in connection
with any Finance Document or the Subordination Deed (as defined in
Schedule 2 to this Agreement);  (b)agrees that failure by a process agent to
notify the Obligor of the process will not invalidate the proceedings
concerned; and  5 
   (c)consents to the service of process relating
to any such proceedings by prepaid posting of a copy of the process to its
address for the time being applying under Clause 35.2 (Addresses for notices)
of the Credit Agreement.  12.3Forum convenience and
enforcement abroad  Each Obligor:  (a)waives objection to the English courts on
grounds of inconvenient forum or otherwise as regards proceedings in connection
with a Finance Document; and  (b)agrees that a judgment or order of an
English court in connection with a Finance Document is conclusive and binding
on it and may be enforced against it in the courts of any other jurisdiction.  12.4Non-exclusivity  Nothing in this Clause 12 limits the right of a
Finance Party to bring proceedings against an Obligor in connection with any
Finance Document:  (a)in any other court of competent
jurisdiction; or  (b)concurrently in more than one jurisdiction.  13.GOVERNING LAW  This Agreement is governed by English law.  THIS
AGREEMENThas been entered into on the date stated at the beginning of this
Agreement.  6 
   SCHEDULE 1  VARIOUS PARTIES  PART 1  ORIGINAL BORROWERS  Original Borrower
  
  Registered number
  
  Jurisdiction
  of incorporationAll-Clad
  Holdings, Inc.
  
  
  
  Pennsylvania,
  USAWaterford
  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 WalesWaterford
  Crystal Limited
  
  78088
  
  Republic
  of IrelandWaterford
  Crystal (Manufacturing) Limited
  
  104597
  
  Republic
  of IrelandWaterford
  Wedgwood Japan Limited
  
  
  
  JapanWaterford
  Wedgwood USA, Inc.
  
  
  
  New
  York, USAWW
  Inc.
  
  
  
  Delaware,
  USAWaterford
  Wedgwood Finance, Inc.
  
  
  
  Delaware,
  USA  7 
   PART 2  ORIGINAL GUARANTORS  Original Guarantor
  
  Registered number
  
  Jurisdictionof incorporationJosiah
  Wedgwood & Sons (Exports) Limited
  
  240666
  
  England
  and WalesStuart
  & Sons Limited
  
  117548
  
  England
  and WalesWaterford
  Wedgwood, Inc.
  
  
  
  Delaware,
  USAWaterford
  Wedgwood Holdings Inc.
  
  
  
  Delaware,
  USAClad
  Metals LLC
  
  
  
  Delaware,
  USAAll-Clad
  Metalcrafters, LLC
  
  
  
  Delaware,
  USAClad
  Holdings Corp
  
  
  
  Delaware,
  USA  PART 3  SECURITY PROVIDERS  Security Providers
  
  Jurisdiction
  of incorporationJosiah
  Wedgwood & Sons (Aust) Pty Ltd
  
  AustraliaAll
  Clad USA, Inc.
  
  Delaware,
  USAWW
  Acquisition (Delaware) Corp.
  
  Delaware,
  USAWaterford
  Wedgwood Partners
  
  Illinois,
  USAWaterford
  Wedgwood Linens, Inc.
  
  Delaware,
  USA  8 
   PART 4  RCF BANKS  The
Governor and Company of the Bank of Ireland  Ulster
Bank Ireland Limited  ABN
Amro Bank N.V. Dublin Branch  Allied
Irish Banks, p.l.c.  Barclays
Bank PLC  Bayerische
Landesbank, London Branch  IIB
Bank Limited  Mizuho
Corporate Bank Limited  Wachovia
Bank, National Association  The
Royal Bank of Scotland plc  Scotiabank
(Ireland) Limited  PART 5  ORIGINAL BILATERAL BANKS  ABN
Amro Bank N.V. Dublin Branch  Allied
Irish Banks, p.l.c.  Barclays
Bank PLC  The
Governor and Company of the Bank of Ireland  National
Westminster Bank Plc  9 
   SCHEDULE 2  CONDITIONS PRECEDENT DOCUMENTS  1.INTERPRETATION  In this Schedule 2:  Obligorsmeans the Company, WWUK, the
Original Borrowers and the Original Guarantors and Josiah Wedgwood & Sons
(Aust) Pty Ltd, All Clad USA, Inc., WW Acquisition (Delaware) Corp, Waterford
Wedgwood Linens, Inc. and Waterford Wedgwood Partners.  PPN Amendment and Consent
Agreementmeans the agreement dated on or about 28th May, 2004 which
amends and provides for certain consents in relation to the note purchase
agreement containing the terms of the PPNs and pursuant to which the PPNs were
issued  PPNsmeans the private placement
notes issued by the Companys subsidiary, Waterford Wedgwood Finance Inc.  Subordination Deedmeans the subordination deed
dated on or about 28th May, 2004 between the Company, Anglo Irish Bank
Corporation plc as lender under the WW Subordinated Facility, the Agent, the
Security Trustee and the holders of notes issued under the U.S. Private
Placement, which sets out the terms upon which the WW Subordinated Facility is
subordinated to the Facilities and the U.S. 
Private Placement.  WW Subordinated Facilitymeans the facility for up to
32,500,000 (excluding capitalised interest and other amounts capitalised)
dated on or about 28th May, 2004 provided to the Company by Anglo Irish Bank
Corporation plc, which is subordinated to the Facilities and the U.S. Private
Placement on the terms set out in the Subordination Deed.  US LLCsmeans:  Clad Metals,
L.L.C.; and  All-Clad
Metalcrafters, L.L.C.  2.GENERAL
CONDITIONS PRECEDENT  2.1All Obligors except Waterford Wedgwood GmbH  A copy of the memorandum and articles of
association and certificate of incorporation (or equivalent constitutional
documents) of each Obligor (except for Waterford Wedgwood GmbH), or if the
Facility Agent already has a copy, a certificate of an authorised signatory of
such Obligor, confirming that the copy in the Facility Agents possession is
still correct, complete and in full force and effect as at a date no earlier
than this Agreement.  2.2Company  (a)A copy of a resolution of the board of
directors of the Company:  (i)approving the terms of, and the
transactions contemplated by, this Agreement, the WW Subordinated Facility and
the Subordination Deed and resolving that it executes this Agreement, the WW
Subordinated Facility and  10 
   the Subordination Deed and any other document required
to be executed on its behalf in connection with the Third Amendment Agreement;  (ii)authorising a specified person or persons
to execute this Agreement, the WW Subordinated Facility and the Subordination
Deed and any such other document; and  (iii)authorising a specified person or persons,
on its behalf, to sign and/or despatch all other documents and notices to be
signed and/or despatched by it under or in connection with this Agreement the
WW Subordinated Facility and the Subordination Deed;  (b)a specimen of the signature of each person
authorised by the resolution referred to in Clause 2.2(a) above; and  (c)a certificate of an authorised signatory of
the Company certifying that each copy document provided under Schedule 2
of the Third Amendment Agreement is correct, complete and in full force and
effect as at a date no earlier than the date of this Agreement.  2.3Obligors (other than the Company)  (a)A copy of a resolution of the board of
directors of each Obligor (other than the Company, the US LLCs and Waterford
Wedgwood GmbH) (or, in the case of Waterford Wedgwood Japan Limited, a copy of
a resolution of the general meeting of shareholders):  (i)approving the terms of, and the
transactions contemplated by, this Agreement and resolving that it executes
this Agreement;  (ii)authorising a specified person or persons
to execute this Agreement on its behalf; and  (iii)authorising a specified person or persons,
on its behalf, to sign and/or despatch all other documents and notices to be
signed and/or despatched by it under or in connection with this Agreement;  (b)A copy of the resolution of the sole member
of each US LLC:  (i)approving the terms of, and the
transactions contemplated by, this Agreement, and resolving that it executes
this Agreement and any other document required to be executed on its behalf in
connection with the Third Amendment Agreement;  (ii)authorising a specified person or persons
to execute this Agreement and any such other document; and  (iii)authorising a specified person or persons,
on its behalf, to sign and/or despatch all other documents and notices to be
signed and/or despatched by it under or in connection with this Agreement.  (c)a copy of a resolution, signed by all the
holders of the issued or allotted shares in each Obligor (other than the
Company, the Obligors incorporated in the USA (unless such resolution is
required by such Obligors constitutional documents), Waterford  11 
   Wedgwood GmbH,
Josiah Wedgwood & Sons (Aust.) PTY and Waterford Wedgwood Japan Limited)
approving the terms of, and the transactions contemplated by, this Agreement;  (d)a specimen of the signature of each person
authorised by the resolution referred to in Clause 2.3(a)-(b)above;  (e)in the case of Waterford Wedgwood GmbH  (i)a certificate confirming certain matters
relating to the constitutional documents, shareholders and authorised
signatories;  (ii)a copy of the resolution of the
shareholders of Waterford Wedgwood GmbH approving the terms of, and the
transactions contemplated by, the Third Amendment Agreement and resolving that
it executes the Third Amendment Agreement;  (iii)in the event only that the transactions
referred to in this sub-paragraph (iii) are not executed, signed/dispatched by
representatives duly authorised to act for Waterford Wedgwood GmbH according to
the commercial register extract and in accordance with their respective
corporate authorisation, a copy of a power of attorney validly granted by Waterford
Wedgwood GmbH authorising a specified person or persons to execute the Third
Amendment Agreement on its behalf and authorising a specified person or
persons, on its behalf, to sign and/or despatch all other documents and notices
to be signed and/or despatched by it under or in connection with the Third
Amendment Agreement; and  (iv)a specimen signature of each person
authorised by the power of attorney referred to under sub-paragraph (iii)
above;  (f)in the case of an Obligor incorporated in
the USA (other than a US LLC):  (i)a certificate of the secretary or a
director of that Obligor certifying that:  (A)such Obligor has neither instructed nor
authorised institution of any proceeding for the dissolution or liquidation of
that Obligor and to its knowledge, no such proceeding has been threatened
against that Obligor; and  (B)that Obligor is duly incorporated and
validly existing in good standing under the laws of its state of incorporation;
and  (ii)a certificate of good standing obtained
from the Secretary of State of its jurisdiction of incorporation (other than
for All-Clad Holdings, Inc.);  (g)in the case of a US LLC:  (i)a certificate of the secretary of that US
LLC certifying that:  (A)the relevant US LLC has neither instructed
nor authorised institution of any proceedings for the dissolution or
liquidation of that US LLC and to its knowledge, no such proceeding has been
threatened against that Obligor; and  12 
   (B)the relevant US LLC is duly formed and
validly existing in good standing under the laws of its state of formation; and  (ii)a certificate of good standing obtained
from the Secretary of State of its jurisdiction of formation; and  in the case of
Waterford Wedgwood Japan Limited, a certified copy of its Commercial Register
or if the Facility Agent already has a copy, and if there has been no change to
the Obligors details in the Commercial Register, a certificate of an
authorised signatory of such Obligor, confirming that the copy in the Facility
Agents possession is still correct, complete and in full force and effect as
at a date no earlier than the Third Amendment Agreement.  2.4Miscellaneous  (a)The Subordination Deed, duly executed by
the parties thereto.  (b)The WW Subordinated Facility, duly executed
by the parties thereto.  (c)A solvency certificate from each Obligor,
except for Josiah Wedgwood & Sons (Aust) Pty Ltd, All Clad USA Inc., WW
Acquisitions Delaware Corp and Waterford Wedgwood Partners.  (d)Evidence that at least euro 32,500,000 is
received by the Company (acknowledging that an amount in respect of fees and
expenses relating to the WW Subordinated Facility may be deducted from this
amount on distribution) from Anglo Irish Bank Corporation plc under the WW Subordinated
Facility, by 2pm on 28th May, 2004 for value that date,
contemporaneously with the Agent providing confirmation that all other
conditions precedent provided under this Schedule have been satisfied.  2.5Legal opinions  (a)A legal opinion of Allen & Overy LLP,
London as to English law on the Third Amendment Agreement and the Subordination
Deed.  (b)A legal opinion of A & L Goodbody as to
Irish law on the Third Amendment Agreement and the Subordination Deed and the
PPN Amendment and Consent Agreement.  (c)A legal opinion of Allen & Overy LLP,
New York, as to the laws of New York and Delaware corporation law on the Third
Amendment Agreement.  (d)A legal opinion of Anderson Mori, as to the
laws of Japan on the Third Amendment Agreement and the PPN Amendment and
Consent Agreement.  (e)A legal opinion from Allen & Overy LLP,
Frankfurt as to German law on the Third Amendment Agreement.  (f)A legal opinion from Barnes and Thornburg
as to the laws of Illinois on the Third Amendment Agreement and the PPN
Amendment and Consent Agreement.  (g)A legal opinion from Morgan, Lewis &
Bockius as the laws of Pennsylvania on the Third Amendment Agreement and the
PPN Amendment and Consent Agreement.  13 
   (h)A legal opinion from Clayton Utz as to
Australian law on the Third Amendment Agreement and the PPN Amendment and
Consent Agreement.  2.6General  (a)Evidence that all fees and expenses of the
Finance Parties (including legal fees and fees of other advisers to the Finance
Parties, including Allen & Overy and KPMG) due and payable by any Obligor
on or before 28th May 2004 have been paid in full.  (b)Evidence that the holders of notes under
the U.S. Private Placement have agreed to amend the terms of the U.S. Private
Placement on substantially the same terms as set out in this Agreement.  14 
   SCHEDULE 3  AMENDMENTS TO THE CREDIT AGREEMENT  (a)In Clause 1.1 (Definitions), the following definitions shall be
added in alphabetical order:  Additional Subordinated Facility means any facility provided
to the Company which is subordinated to the Facilities and the U.S. Private
Placement on the same terms as the WW Subordinated Facility.  EI Preference Share Agreement means the agreement dated 16th
January, 2004 between, inter alia, Waterford Crystal Limited, Waterford
Wedgwood Group PLC, Waterford Glass Nominees Limited and Enterprise Ireland,
under the terms of which preference shares in Waterford Crystal Limited are allotted
to Enterprise Ireland.  EI Preference Shares means the preference shares in
Waterford Crystal Limited allotted to Enterprise Ireland on the terms of the EI
Preference Share Agreement.  EI Pre-emption Right means the right of Waterford Wedgwood
Group PLC to purchase the EI Preference Shares prior to the EI Redemption Date
on the terms set out in the EI Preference Share Agreement.  EI Redemption Date means the fifth anniversary of the date
of the allotment of the EI Preference Shares.  New Rosenthal Facilitymeans a facility to be dated on or
before 30th June, 2004 for up to 7,500,000 to be provided to
Rosenthal and with no recourse to any other member of the Group, and containing
interest payment and similar terms on the same basis as the WW Subordinated
Facility.  Subordination Deed means the subordination deed dated on or
about 28th May, 2004 between the Company, Anglo Irish Bank
Corporation plc as lender under the WW Subordinated Facility, the Agent, the
Security Trustee and the holders of notes issued under the U.S. Private
Placement, which sets out the terms upon which the WW Subordinated Facility is
subordinated to the Facilities and the U.S. 
Private Placement.  Third Amendment Agreement means the amendment agreement
dated 28th May, 2004 amending the terms of this Agreement.  U.S. Disposal
means the disposal of the shares or business of the U.S. Disposal Companies.  U.S. Disposal Companiesmeans All-Clad USA, Inc. and each of
its Subsidiaries (other than Spring USA Inc.)  WW Subordinated Facility means the facility for up to
32,500,000 (excluding capitalised interest and other amounts capitalised)
dated on or about 28th May, 2004 provided to the Company by Anglo Irish Bank
Corporation plc, which is subordinated to the Facilities and the U.S. Private
Placement on the terms set out in the Subordination Deed.  (b)In Clause 8.5(a) (Mandatory prepayment from debt raising/equity
issue proceeds):  (i)the definition of debt issue shall be amended by adding the words
, or the issuance of any preference share after the word incurred in the penultimate
sentence; and  15 
   (ii)the definition of equity issue shall be amended by deleting the
words (including any preference share) in the first line, and by adding the
words , or the issuance of any preference share after the word Group in the
penultimate sentence.  (c)The existing Clause 8.5(b) (Mandatory prepayment from debt
raising/equity issue proceeds) shall be re-numbered as Clause 8.5(b)(i), and
the words Subject to sub-paragraph (ii) below, shall be inserted at the
beginning of that Clause before the words The Company.  (d)A new Clause 8.5(b)(ii) shall be inserted as follows:  (ii)Sub-paragraph (b)(i) shall not apply to:  (A)the net proceeds of the WW Subordinated Facility; and  (B)the net proceeds of any future equity issue that occurs after the
date of the WW Subordinated Facility, to the extent that such net proceeds are
applied in the prepayment, in full or in part, of the WW Subordinated Facility,
and provided that the terms of that equity issue do not require any amendment
to the terms of this Agreement or the U.S. Private Placement..  (e)In Clause 18.6(b) (Form of financial statements) the word audited
shall be deleted from the second line and the words , or to the accounting
practices or financial reference periods used in those statements shall be
added at the end after the word prepared.  (f)In Clause 18.6(c)(ii) (Form of financial statements) the words , in
form and substance as may be reasonably required by the Agent, shall be
inserted into the first sentence of the paragraph after the words sufficient
information.  (g)In Clause 19.1 (Definitions), the definition of Consolidated
Adjusted EBITDA shall be amended by deleting the word and from the end of paragraph
(c) and adding it to the end of paragraph (d), and by adding a new
sub-paragraph (e) to read:  (e)adding back any cumulative non-cash provision releases
from 31 March 2004.  (h)In Clause 19.3 (Gearing), the multiples for the financial quarters
ending 30th June, 2004 to 31st March, 2006 (inclusive) shall be deleted and
replaced with:  MultiplesPeriod (Financial quarter ending)
  
  Pre U.S. Disposal
  
  Post U.S. Disposal30th June, 2004
  
  3.25
  
  1.3030th September, 2004
  
  3.85
  
  1.5531st December, 2004
  
  3.30
  
  1.3031st March, 2005
  
  3.35
  
  1.2030th June, 2005
  
  5.80
  
  2.0530th September, 2005
  
  5.60
  
  2.0031st December, 2005
  
  4.00
  
  1.5031st March, 2006
  
  3.70
  
  1.25
  .  16 
   (i)In Clause 19.4 (Total Net Debt to Adjusted EBITDA), the multiples
for the Accounting Dates ending 30th June, 2004 to 31st March, 2006 (inclusive)
shall be deleted and replaced with:  MultiplesAccounting Date
  
  Pre U.S. Disposal
  
  Post U.S. Disposal30th June, 2004
  
  13.90
  
  9.5530th September, 2004
  
  10.15
  
  8.1031st December, 2004
  
  8.25
  
  7.3031st March, 2005
  
  8.70
  
  9.9530th June, 2005
  
  12.05
  
  16.9530th September, 2005
  
  8.60
  
  9.4531st December, 2005
  
  6.10
  
  6.1031st March, 2006
  
  4.80
  
  4.30
  .  (j)In Clause 19.5 (Senior Net Debt to Adjusted EBITDA), the multiples
for the Accounting Dates ending 30th June, 2004 to 31st March, 2006 (inclusive)
shall be deleted and replaced with:  MultiplesAccounting Date
  
  Pre U.S. Disposal
  
  Post U.S. Disposal30th
  June, 2004
  
  8.70
  
  3.8530th
  September, 2004
  
  6.70
  
  3.8531st
  December, 2004
  
  5.20
  
  3.0031st
  March, 2005
  
  5.20
  
  3.4030th
  June, 2005
  
  7.50
  
  7.7030th
  September, 2005
  
  5.55
  
  4.4531st
  December, 2005
  
  3.60
  
  2.2031st
  March, 2006
  
  2.60
  
  1.00
  .  (k)In Clause 19.6 (Interest Cover), the multiples for the Accounting
Dates ending 30th June, 2004 to 31st March, 2006 (inclusive) shall be deleted
and replaced with:  MultiplesAccounting Date
  
  Pre U.S. Disposal
  
  Post U.S. Disposal30th
  June, 2004
  
  1.15
  
  1.1530th
  September, 2004
  
  1.85
  
  1.7531st
  December, 2004
  
  2.20
  
  2.0531st
  March, 2005
  
  2.05
  
  1.6530th
  June, 2005
  
  1.55
  
  1.1530th
  September, 2005
  
  2.30
  
  2.1031st
  December, 2005
  
  2.80
  
  2.7531st March,
  2006
  
  3.20
  
  3.25
  .  17 
   (l)In Clause 19.7 (Cashflow to Total Debt Service), the multiples for
the Accounting Dates ending 30th June, 2004 to 31st March, 2006 (inclusive)
shall be deleted and replaced with:  MultiplesAccounting Date
  
  Pre U.S. Disposal
  
  Post U.S. Disposal30th September, 2004
  
  N/A
  
  N/A31st December, 2004
  
  0.25
  
  0.1531st March, 2005
  
  1.40
  
  1.4530th June, 2005
  
  0.85
  
  0.0530th September, 2005
  
  1.00
  
  0.9031st December, 2005
  
  1.00
  
  1.0031st March, 2006
  
  1.00
  
  1.00
  .  (m)New Clauses 19.11 (Subordinated facilities) and 19.12 (U.S.
Disposal) shall be inserted as follows:  19.11Subordinated Facilities  (a)For the purposes of calculating the financial covenants set out in
this Clause 19 (Financial Covenants), the amounts (including any amount
capitalised) outstanding under the following shall be excluded from borrowings
calculations:  (i)the WW Subordinated Facility;  (ii)the new Rosenthal Facility; and  (iii)any Additional Subordinated Facility.  (b)For the purposes of calculating the
financial covenants set out in this Clause 19 (Financial Covenants), the
following shall be excluded (and the financial covenants shall be calculated as
if the following were not payable and had not been paid even if they are
payable or have been paid):  (i)the PIK interest payable under the WW Subordinated
Facility;  (ii)the PIK interest payable under the New Rosenthal
Facility;  (iii)the PIK interest payable under any Additional
Subordinated Facility; and  (iv)any fees payable under Clause 23.4
(Non-reduction fee) and/or Clause 23.5 (Non-refinancing fee).  (c)For the purposes of testing the Cashflow to
Total Debt Service financial covenant in Clause 19.7 (Cashflow to Total Debt
Service), the cash flow from the following facilities shall form part of
Consolidated Cashflow:  18 
   (i)the WW Subordinated Facility;  (ii)the New Rosenthal Facility; and  (iii)any Additional Subordinated Facility.  19.12U.S. Disposal  (a)The financial covenant multiples for the
eight financial quarters ending 31st March, 2006 will be presented on two
separate scenarios, one scenario excluding the U.S. Disposal Companies
(captioned above as post U.S. Disposal) and one scenario including the U.S.
Disposal Companies (captioned above as pre U.S. Disposal).  (b)Until completion of the U.S. Disposal, the
financial covenants contained in this Clause 19 shall be measured against the
scenario including the U.S. Disposal Companies.  (c)On each date following the sale of the U.S.
Disposal Companies on which the financial covenants fall to be tested, the
financial covenants contained in this Clause 19 will be tested for the relevant
Measurement Period on the basis of the scenario excluding the U.S. Disposal
Companies (for the whole of that Measurement Period), and the actual results
for the Group will be adjusted to exclude the U.S. Disposal Companies for that
and subsequent Measurement Periods.  (d)The financial covenants in this Clause 19
for the post U.S. Disposal scenarios have been set on the basis that the net
proceeds of the U.S. Disposal are 160,000,000. 
To the extent that such net proceeds are more or less than 160,000,000,
the financial covenants under the post U.S. Disposal scenario shall be
readjusted either upwards or downwards (as appropriate) on the same basis as
was used in calculating the changes to the financial covenants which were
effected by the Third Amendment Agreement..  (n)In Clause 20.7(b)(i) (Acquisitions) the words , other than the
exercise of the EI Pre-emption Right shall be added at the end.  (o)In Clause 20.8(b) (Financial Indebtedness), the word and shall be
deleted at the end of sub-paragraph (x), the existing sub-paragraph (xi) shall
be re-numbered (xiii) and the following new sub-paragraphs shall be inserted as
follows:  (xi)the WW Subordinated Facility;  (xii)Financial Indebtedness outstanding under an
Additional Subordinated Facility, provided that the amount of such Financial
Indebtedness, when aggregated with all other Financial Indebtedness outstanding
at that time under all other Additional Subordinated Facilities, does not
exceed 10,000,000 (or its equivalent in any other currency); and.  (p)In Clause 20.8(c) (Financial Indebtedness) the word or shall be
deleted from the end of sub-paragraph (iii) and instead inserted at the end of
sub-paragraph (iv), and the following shall be added as a new sub-paragraph:  (v)the New Rosenthal Facility..  19 
   (q)The existing Clause 20.8(e) (Financial Indebtedness) shall be
re-numbered as Clause 20.8(e)(i), and the words Subject to sub-paragraph (ii)
below, shall be inserted at the beginning of that Clause before the words The
Company.  (r)A new Clause 20.8(e)(ii) (Financial Indebtedness) shall be added as
follows:  (ii)The net proceeds of an equity issue (as
such terms are defined in Clause 8.5(a) (Mandatory prepayment from debt
raising/equity issue proceeds)) which are raised after 28th May,
2004 may be used to prepay the WW Subordinated Facility (either in whole or in
part), provided that the terms of that equity issue do not require any
amendment to the terms of this Agreement or the U.S. Private Placement..  (s)In Clause 20.20 (Share Capital), the word and shall be deleted
from the end of paragraph (a) and instead inserted at the end of paragraph (b),
and the following shall be added as a new paragraph (c):  (c)will procure that any exercise of the EI
Pre-emption Right receives the prior written consent of all the Banks..  (t)The existing Clause20.23(a)
(Dividends) shall be deleted and replaced with:  (a)Except as permitted below (and subject to
Clause 20.25(b) (Increase in share capital)), no member of the Group may
declare, make or pay any dividend (or interest on any unpaid dividend) charge,
fee or other distribution (whether in cash or in kind) on or in respect of its
share capital (or any class of its share capital), other than (in the case of
any member of the Group other than the Company and WWUK) where such payment is
made in full to another member of the Group..  (u)A new Clause 20.27 (Conditions subsequent) shall be added as
follows:  20.27Banks undertaking  Each of the
Banks agrees to comply with the provisions of the Third Amendment Agreement.  (v)New Clauses 23.4 and 23.5 shall be added as follows:  23.4Non-reduction
fee  (a)On each Quarter Date, if the Company has
not by that Quarter Date irrevocably reduced (by way of prepayment and
cancellation) the aggregate of (i) Commitments under this Agreement and (ii)
the amount outstanding under the U.S. Private Placement (excluding any
Make-Whole Notes (as defined in the U.S. Private Placement)) to the Relevant
Amount (or less), then the Company shall pay to the Agent for each RCF Bank,
and to each Bilateral Bank for itself, a non-reduction fee to be calculated at
the rate of 0.625 per cent. of that Banks RCF Commitment or (as appropriate) Bilateral
Commitment on that Quarter Date.  (b)For the purposes of paragraph (a) above:  (i)Quarter Datemeans 1st October, 2004, and each 1st
January, 1st April, 1st July and 1st
October thereafter; and  20 
   (ii)Relevant Amountmeans the aggregate of (i) Commitments
outstanding under this Agreement and (ii) the amount outstanding under the U.S.
Private Placement (excluding any Make-Whole Notes (as defined in the U.S.
Private Placement)) at close of business on 28th May, 2004, less US
$180,000,000 (or its equivalent in other currencies).  23.5Non-refinancing fee  On 1st April 2005, and on each
anniversary of that date, the Company shall pay to the Agent for each RCF Bank,
and to each Bilateral Bank for itself, a non-refinancing fee calculated at the
rate of 1.25 per cent. of that Banks RCF Commitment or (as appropriate)
Bilateral Commitment on that date (or, as applicable, the appropriate
anniversary of that date).  (w)A new Clause 29.2(i) shall be added as follows:  (i)No transfer or assignment by an RCF Bank of its rights or
obligations under this Agreement shall be effective unless the transferee has
confirmed to the Agent and the Company that it undertakes to be bound by the
provisions of the Third Amendment Agreement as if it were a party thereto as an
RCF Bank.  This does not apply to a
transfer by way of novation, under which the transferee will automatically be
bound by the provisions of the Third Amendment Agreement.  (x)A new Clause 29.4(g) shall be added as follows:  (g)No transfer or assignment by a Bilateral Bank of its rights or
obligations under this Agreement or a Bilateral Facility shall be effective
unless the transferee has confirmed to the Agent and the Company that it
undertakes to be bound by the provisions of the Third Amendment Agreement as if
it were a party thereto as an Original Bilateral Bank.  This does not apply to a transfer by way of
novation, under which the transferee will automatically be bound by the
provisions of the Third Amendment Agreement.  21 
   SIGNATORIES  CompanyWATERFORD
  WEDGWOOD PLCBy:
  /s/
  PATRICK DOWLINGWWUKWATERFORD
  WEDGWOOD U.K. PLCBy:
  /s/
  PATRICK DOWLING
  
  /s/
  ANDREW ELSBY-SMITHOriginal BorrowersALL-CLAD
  HOLDINGS, INC.By:
  /s/
  F. JOHNSTONWATERFORD
  WEDGWOOD GMBHBy:
  /s/
  DAVID FYFEJOSIAH
  WEDGWOOD & SONS LIMITEDBy:
  /s/
  ANDREW ELSBY-SMITHSTATUM
  LIMITEDBy:
  /s/
  ANDREW ELSBY SMITHWATERFORD
  WEDGWOOD RETAIL LIMITEDBy:
  /s/
  ANDREW ELSBY-SMITHWEDGWOOD
  LIMITEDBy:
  /s/
  ANDREW ELSBY-SMITH  22 
   WATERFORD
  CRYSTAL LIMITEDBy:
  /s/
  PATRICK DOWLINGWATERFORD
  CRYSTAL (MANUFACTURING) LIMITEDBy:
  /s/
  PATRICK DOWLINGWATERFORD
  WEDGWOOD JAPAN LIMITEDBy:
  /s/
  ANDREW ELSBY-SMITHWATERFORD
  WEDGWOOD USA, INC.By:
  /s/ A
  CAPPIELLOWW
  INC.By:
  /s/
  PATRICK DOWLINGWATERFORD
  WEDGWOOD FINANCE, INC.By:
  /s/
  PATRICK DOWLINGOriginal
  GuarantorsJOSIAH
  WEDGWOOD & SONS (EXPORTS) LIMITEDBy:
  /s/
  ANDREW ELSBY-SMITHSTUART
  & SONS LIMITEDBy:
  /s/
  PATRICK DOWLINGWATERFORD
  WEDGWOOD, INCBy:
  /s/
  PATRICK DOWLING  23 
   WATERFORD
  WEDGWOOD HOLDINGS INC.By:
  /s/ A
  CAPPIELLOCLAD
  METALS LLCBy:
  /s/
  F. JOHNSTONALL-CLAD
  METALCRAFTERS, LLCBy:
  /s/
  F. JOHNSTONCLAD
  HOLDINGS CORPBy:
  /s/
  F. JOHNSTONSecurity ProvidersJOSIAH
  WEDGWOOD & SONS (AUST) PTY LIMITEDBy:
  /s/
  ANDREW ELSBY-SMITHALL
  CLAD USA INCBy:
  /s/
  F. JOHNSTONWW
  ACQUISITION (DELAWARE) CORP.By:
  /s/
  A. CAPPIELLOWATERFORD
  WEDGWOOD PARTNERSBy:
  /s/
  ANDREW ELSBY-SMITHWATERFORD
  WEDGWOOD LINENS, INC.By:
  /s/
  PATRICK DOWLING  24 
   ArrangersTHE
  ROYAL BANK OF SCOTLAND PLCBy:
  /s/
  RICHARD DORMANTHE
  GOVERNOR AND COMPANY OF THE BANK OF IRELANDBy:
  /s/
  F. MCDONALD
  
  /s/
  M.GAFFNEYAgent (as Agent and as agent for itself and for each of the Banks)THE
  GOVERNOR AND COMPANY OF THE BANK OF IRELANDBy:
  /s/
  ALAN DOYLE
  
  /s/
  TARA LOCHRANCo-ordinatorsTHE
  GOVERNOR AND COMPANY OF THE BANK OF IRELANDBy:
  /s/
  F. MCDONALD
  
  /s/
  M.GAFFNEYTHE
  ROYAL BANK OF SCOTLAND PLCBy:
  /s/
  RICHARD DORMANBARCLAYS
  BANK PLCBy:
  /s/
  RICHARD FRYSecurity TrusteeBARCLAYS
  BANK PLCBy:
  /s/
  FRANK ROGERS  25