Exhibit 2.19  DATED
  
  25 JUNE 2004
  
  2004    (1) 
ROSENTHAL AG   (2)  ANGLO
IRISH BANK CORPORATION plc   
 TERM LOAN AGREEMENT 
  This Agreement is subject to theSubordination Agreement (as defined within).
   MATHESON ORMSBY PRENTICE 30 Herbert Street Dublin 2 Ireland  TEL  + 353 1 619
9000 FAX  + 353 1 619
9010  
   INDEX  1
  Definitions and
  Interpretation2
  The Facility3
  Purpose4
  Conditions
  Precedent5
  Drawdown6
  Interest7
  Repayment8
  Prepayment and Cancellation9
  Payments10
  Representations and
  Warranties11
  Undertakings12
  Events of
  Default13
  Increased Costs and
  Illegality14
  Mitigation
  by the Bank15
  Indemnities16
  Assignment17
  Waiver18
  Severance19
  Set-Off20
  Costs21
  Counterparts22
  Notices23
  Subordination24
  Governing Law and JurisdictionSchedule 1Conditions PrecedentSchedule 2Form of Drawdown
  NoticeSchedule 3Compliance
  CertificateSignatures  
   THIS
AGREEMENT is
made on 28 May 2004 BETWEEN  (1)ROSENTHAL AG,a German stock company which is
registered with the commercial register (Handelsregister) of the local court
(Amtsgericht) of Hof under HRB 33,  (the Borrower),  AND  (2)ANGLO IRISH BANK
CORPORATION plc of
18/21 St. Stephens Green, Dublin 2,  (the Bank).  WHEREAS:-  The Bank has agreed to make available to the Borrower a term loan
facility upon the terms and subject to the conditions contained in this
Agreement.  NOW
IT IS HEREBY AGREED as follows:-  1DEFINITIONS AND INTERPRETATION  1.1Definitions  In this Agreement, except where the context otherwise requires:-  Affiliate of a person means any subsidiary or holding
company (within the meaning given to such expression by section 155 of the
Companies Act 1963) of that person or any subsidiary of any such holding
company;  Availability Period means the period from the date
hereof until 30 June 2004;  Base Accounts means the audited accounts of the Borrower for
the year ended on the Base Accounts Date;  Base Accounts Date means 31 March 2003;  Business Day means a day (other than a Saturday or Sunday)
on which banks in Dublin are open for the transaction of business generally and
any TARGET Day;  Certified Copy means a copy of an original
document certified by a director of the Borrower as being a true and complete
copy of such original then currently in full force and effect;  Compliance Certificate means a certificate in the form of
the draft certificate set out in Schedule 3;  Consent includes any approval, authorisation, consent,
exemption, licence, permission or registration by, of or from any governmental
or other authority or any other relevant person;  Cost of Funds means in respect of any Interest Period or
other period and in relation to any Drawing or unpaid sum:  (i)the percentage rate per annum
determined by the Banking Federation of the European Union for the relevant
period, displayed on the appropriate page of the Reuters screen.  If  1 
   the agreed page is replaced or service ceases to be available, the Bank
may specify another page or service displaying the appropriate rate after
consultation with the Borrower; or  (ii)(if no such rate is available for
the relevant period in relation to that Drawing) the arithmetic mean of the
rates (rounded up to five decimal places) as supplied to the Bank at its
request, quoted by the Reference Banks to leading Banks in the European
interbank market;  as of 11:00am (Brussels time) on the Quotation
Day for the offering of deposits in euro for a period comparable to the
relevant period.  Dangerous Substance means any radioactive emissions and
any natural or artificial substance (whether in the form of a solid, liquid,
gas or vapour) the generation, transportation, storage, treatment, use or
disposal of which (whether alone or in combination with any other substance)
and including (without limitation) any controlled, special, hazardous, toxic,
radioactive or dangerous waste, gives rise to a risk of causing harm to man or
any other living organism or damaging the Environment or public health or
welfare;  Defaultmeans an Event of Default or event or circumstance
which with the giving of notice, the lapse of time or the making of any
determination under the Finance Documents (or any combination of the foregoing)
would become such an event;  Drawdown Date means a Business Day during the Availability
Period upon which a Drawing is made;  Drawdown Notice means a notice in or substantially
in the form of Schedule 2;  Drawing means an amount proposed to be drawn down by
the Borrower pursuant to clause 5 (Drawdown)or,
as the context may require, drawn down and for the time being the principal
amount outstanding thereof;  Environment means all, or any of, the following media, the
air (including the air within buildings and the air within other natural or
man-made structures above or below ground), water (including, without
limitation, ground and surface water) and land (including, without limitation,
surface and sub-surface soil);  Environmental Law means all laws, regulations, codes
of practice, circulars, guidance notices and the like in each case having legal
effect in each relevant jurisdiction concerning pollution, the protection of
human health, the workplace, the Environment or Dangerous Substances.  Environmental Licence means any permit, licence,
authorisation, consent or other approval required by any Environmental Law.  Event of Default means any of the events mentioned
in clause 12.1 (Events of Default);  Facility means the loan facility the terms and
conditions of which are set out in this Agreement;  Facility Amount means 7,500,000 (seven million
five hundred thousand euro);  Finance Documents means this Agreement, the
Subordination Agreement and any other document designated at any time as a
Finance Document by the Bank and the Borrower;  Financial
Indebtedness
means any indebtedness in respect of:-  (a)moneys borrowed or raised;  2 
   (b)any amount raised pursuant to any
debenture, bond, note, loan stock or other security;  (c)any amount raised by acceptance
under any acceptance credit;  (d)receivables sold or discounted
(otherwise than on a non-recourse basis);  (e)the acquisition cost of any asset to
the extent payable before or after the time of acquisition or possession by the
party liable where the advance or deferred payment is arranged primarily as a
method of raising finance or financing the acquisition of that asset;  (f)leases entered into primarily as a
method of raising finance or financing the acquisition of the asset leased;  (g)any currency swap or interest swap, cap
or collar agreement (and, when calculating the value of any such transaction
only the marked to market value shall be taken into consideration);  (h)amounts raised under any other
transaction having the commercial effect of a borrowing or raising of money; or  (i)any guarantee, indemnity or similar
assurance against financial loss of any person.  Groupmeans the Borrower and its Subsidiaries from
time to time;  Interest Payment Date means the last day of an Interest
Period and also, in respect of any Interest Period which is longer than three
months, the last day of each successive period of three months falling within
such Interest Period;  Interest Period means each period for the
calculation of interest determined in accordance with clause 6 of this
Agreement;  Liquidity Requirement means any liquidity, reserve ratio,
special deposit or similar requirement (or other requirement having the same or
similar purposes) of any Regulatory Authority whether or not having the force
of law (but if not having the force of law, being a requirement which banks
customarily comply with);  Loan means the aggregate principal amount advanced
by the Bank upon and subject to the terms and conditions of this Agreement and
for the time being outstanding;  Margin means two per cent per annum or such other
lower rate per cent per annum as may be agreed between the Bank and the
Borrower from time to time;  Material Adverse Effect means a material adverse effect on:  (a)the financial condition, assets,
prospects or business of the Borrower;  (b)the ability of the Borrower to
perform and comply with its obligations under any Finance Document;  or  (c)the validity, legality or
enforceability of any Finance Document;  Party means a party to this Agreement;  Quotation Day means, in relation to any period for which an
interest rate is to be determined, two TARGET Days before the first day of that
period unless market practice differs in the  3 
   European interbank market, in which case the Quotation Day will be
determined by the Bank in accordance with market practice in the European
interbank market (and if quotations would normally be given by leading banks in
the European interbank market on more than one day, the Quotation Day will be
the last of those days);  Reference Banks means Allied Irish Banks plc, The
Governor and Company of the Bank of Ireland and Ulster Bank Ireland Limited;  Regulatory Authority means the Irish Financial Services
Regulatory Authority, the European Central Bank and any fiscal, monetary or
other authority in or of Ireland or any federation, community, association or
organisation of which Ireland shall be a member or any place from which the
Bank obtains resources for its obligations hereunder;  Repayment Date means 31 May 2005 or such later
date as may be agreed by the Bank and the Borrower;  Reservations means the principle that
equitable remedies are remedies which may be granted or refused at the
discretion of the court, the limitation of enforcement by laws relating to
bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria,
administration and other laws generally affecting the rights of creditors, the
time barring of claims under the Limitation Acts (and similar legislation), the
possibility that an undertaking to assume liability for or to indemnify a
person against non-payment of stamp duty may be void, defences of set-off or
counterclaim and similar principles, rights and defences under the laws of any
jurisdiction in which relevant obligations may have to be performed;  Reserve Asset Cost Rate means in relation to a Drawing or
any unpaid sum, the percentage rate per annum determined by the Bank to be
necessary to compensate it for the cost from time to time of making or
maintaining that Drawing or unpaid sum for the relevant period by reason of any
Liquidity Requirement;  Security Interest means any mortgage, charge, pledge,
lien, assignment, hypothecation or security interest, title retention, preferential
right, trust arrangement or other security arrangement or agreement and any
other agreement or arrangement having substantially the same economic effect;  Subordination Agreement means the Subordination Deed
dated     June 2004 and made between
(1) the Borrower and (2) the Bank and (3) Bayerische Hypo und Vereinsbank AG  Subsidiary means a subsidiary within the meaning of
Section 155 of the Companies Act, 1963;  TARGET means Trans-European Automated Real-time Gross
Settlement Express Transfer payment system;  TARGET Daymeans any day on which TARGET is open for the
settlement of payments in euro; and  Taxes includes all present and future taxes,
charges, imposts, duties, levies, deductions, withholding or fees of any kind
whatsoever, or any amount payable on account of or as security for any of the
foregoing, by whomsoever on whomsoever and wherever imposed, levied, collected,
withheld or assessed, together with any penalties, additions, fines, surcharges
or interest relating thereto and Tax and Taxation shall be construed accordingly.  1.2Interpretation  In this Agreement, unless the context otherwise requires:-  4 
   1.2.1any reference to the Borrower or the
Bank shall be construed so as to include their respective successors and
permitted assigns from time to time;  1.2.2words denoting any gender include
all genders and words denoting the singular include the plural and vice versa;  1.2.3any reference to any agreement
(including this Agreement) or other instrument shall be deemed to be a
reference to such agreement or instrument as amended or replaced from time to
time and all agreements or other instruments supplemental thereto provided
where required, the consent of the Bank has been obtained for such amendment,
replacement or supplement;  1.2.4any reference to any statutory
provision, or to any order or regulation shall be construed as a reference to
that provision, order or regulation as extended, modified, replaced or
re-enacted from time to time (whether before or after the date of this
Agreement) and all regulations and orders from time to time made thereunder or
deriving validity therefrom;  1.2.5any reference to a person shall be
construed as a reference to any person, firm, company, corporation, government,
state or agency of a state or any association or partnership (whether or not
having separate legal personality) of two or more of the foregoing;  1.2.6headings are for convenience only
and shall not affect the construction of this Agreement;  1.2.7unless otherwise specified, all
references to clauses and schedules are to clauses of and schedules to this
Agreement;  1.2.8unless otherwise specified, all
references in this Agreement to time are references to Dublin time; and  1.2.9any reference to the court
protection, liquidation, winding-up or dissolution of a company or body
corporate or the appointment of a receiver, manager, examiner or administrator
of or in relation to a company or body corporate or any of its assets shall be
construed so as to include any equivalent or analogous proceedings or, as the
case may be, person under the law of the jurisdiction in which it is
incorporated or any jurisdiction in which it carries on business or has assets
or liabilities.  2THE
FACILITY  Upon the terms and subject to the conditions of this Agreement the Bank
agrees to make available to the Borrower a term loan facility of up to but not
exceeding the Facility Amount.  3PURPOSE  The Borrower will apply the Loan for general corporate purposes.  Without affecting the obligations of the
Borrower, the Bank is not bound to monitor or verify the application of the
Loan.  4CONDITIONS PRECEDENT  The Facility will become available to the Borrower when the Bank has
received, each in a form and substance reasonably satisfactory to it, all the
documents and other items listed in Schedule 1.  5 
   5DRAWDOWN  Subject to:  5.1satisfaction of the conditions
specified in clause 4 (Conditions Precedent);  5.2no Default having occurred;  5.3the Bank having received from the
Borrower not later than 10.30 a.m. (or such later time as the Bank may agree)
on the relevant Drawdown Date a duly completed Drawdown Notice relating to the
proposed Drawing to be made on such date,  the Borrower may draw down the Facility Amount by means of one or more
(but not more than three) Drawings (each in the minimum amount of 1,000,000)
on any Business Day during the Availability Period.  Each Drawdown Notice served under this clause
shall be irrevocable and the Borrower will be obliged to borrow accordingly.
Any part of the Facility Amount not drawn down by the end of the Availability
Period will be cancelled and will not thereafter be available to the Borrower.  6INTEREST  6.1Interest Periods  6.1.1Interest will accrue on each Drawing
by reference to successive periods (each an Interest
Period) the duration of which will be determined in accordance with
the provisions of this clause.  6.1.2Subject to clause 6.1.3 below, the
Borrower may select the duration (being one, two, three or six months duration
or, with the consent of the Bank, other durations) of the Interest Period for
each Drawing. Such selection shall be made in the Drawdown Notice relating to a
Drawing or, as the case may be, by a notice received by the Bank on the third
Business Day before the beginning of the relevant Interest Period. If the Bank
shall not have so received notice of any such selection in respect of any
Interest Period then such Interest Period shall be of the duration of three
months.  6.1.3For the purpose of determining the
duration of any Interest Period:  (a)each Interest Period relating to a
Drawing shall commence on the Drawdown Date relating to such Drawing or, as the
case may be, forthwith on the expiry of the preceding Interest Period;  (b)if any Interest Period would end on
a day which is not a Business Day, such Interest Period shall be extended to
the next Business Day;  (c)if any Interest Period commences on
the last Business Day in a calendar month or if there is no corresponding date
in the calendar month in which an Interest Period is due to end, then such
Interest Period shall end on the last Business Day in the relevant later month;
and  (d)no Interest Period may expire after
the Repayment Date.  6.2Rate of Interest.The rate of interest applicable to a
Drawing for an Interest Period shall be the rate per cent per annum determined
by the Bank to be the aggregate of:-  (a)the Margin;  (b)Cost of Funds relative to that Interest
Period; and  (c)the Reserve Asset Cost Rate (if any)
relative to that Interest Period.  6 
   6.3Interest Roll Up. 
All interest which has accrued shall be capitalised and be added to and
form part of the Drawing on which it has accrued.  6.4Basis of calculation. All interest and other amounts
calculated on an annual basis under this Agreement shall accrue from day to day
and be calculated on the basis of the actual number of days elapsed and a
360-day year (or such other number of days in a year as the Bank may determine
from time to time corresponds with normal banking practice) and shall be due as
well after judgement or demand as before. Any certificate or determination by
the Bank as to any rate of interest applicable under this Agreement shall, in
the absence of manifest error, be conclusive and binding on the Borrower.  7REPAYMENT  Subject to the terms of the Subordination Agreement the Borrower shall
repay the Loan in full (together with accrued but unpaid interest and any other
amounts outstanding under this Agreement) on the Repayment Date.  8PREPAYMENT AND CANCELLATION  8.1Voluntary Prepayment  Subject to the terms of the Subordination Agreement the Borrower may
prepay (together with accrued interest on the amount so prepaid) the whole or
any part of any Drawing on the last day of any Interest Period applicable
thereto provided that:-  8.1.1the Bank shall, not less than 2
Business Days before the date of such prepayment, have received from the
Borrower notice of its intention to make such prepayment and specifying the
amount to be prepaid; and  8.1.2the amount of any partial prepayment
shall be in a minimum amount of 1,000,000.  8.2No redrawing  Any amount prepaid or cancelled under this Agreement shall not be
available for redrawing.  8.3Notice of prepayment
irrevocable  Any notice of intended prepayment given in accordance with the
provisions of this clause shall be irrevocable and the Borrower shall be bound
to make prepayment in accordance therewith.  8.4Interest and breakage costs  All prepayments under this Agreement shall be made together with all
accrued but unpaid interest on the amount prepaid and all amounts, if any,
payable under clause 15 (Indemnities)
in respect of such prepayment.  8.5No other entitlement to
prepay  The Borrower shall not be entitled to prepay the Loan or any part thereof
otherwise than in accordance with this clause.  7 
   9PAYMENTS  9.1Place and Funds  All payments due to be made by the Borrower under this Agreement shall
be made to the Bank in euro in immediately available and freely transferable
cleared funds not later than 11 am (local time in place of payment) on the due
date to such account at such office or bank as it may notify in writing from
time to time to the Borrower for this purpose.  9.2Non Business Days  If a payment under this Agreement is due on a day which is not a
Business Day, the due date for that payment shall instead be the next Business
Day in the same calendar month (if there is one) or the preceding Business Day
(if there is not).   Interest and fees
shall be adjusted accordingly.  9.3Default interest  If default is made in the payment on the due date of any sum payable
under the Finance Documents, interest shall accrue thereon from and including
the date of such default to the date of actual payment calculated (as well
after as before judgment) at the rate determined by the Bank to be one per cent
per annum above the aggregate of:  9.3.1the Margin; and  9.3.2the Cost of Funds and the Reserve
Asset Cost Rate, if any, in each case for such successive periods as the Bank
may determine from time to time in respect of amounts comparable with the sum
not paid, and shall be payable by the Borrower on demand.  9.4Tax gross up  All payments by the Borrower under this Agreement (whether in respect of
principal, interest, fees or otherwise howsoever) shall be made in full,
without any deduction or withholding (whether in respect of set-off,
counterclaim, duties, taxes, charges, levies or otherwise howsoever) unless the
Borrower shall be prohibited by law from so doing, in which event the Borrower
shall:  9.4.1ensure that the deduction or
withholding does not exceed the minimum amount legally required;  9.4.2pay to the Bank such additional
amount as will ensure that the net amount received by the Bank will equal the
full amount which would have been received and retained by it had no such
deduction or withholding been made provided that:-  (a)the Borrower shall not be obliged to
pay such additional amount to the Bank if a payment could have been made to the
Bank without deduction or withholding had the Bank complied with its
obligations under clause 9.6; and  (b)the Borrower shall not be obliged to
immediately pay any such additional amount but instead it shall be added to and
form part of the Loan;  9.4.3pay to the relevant taxation or
other authorities within the period for payment permitted by applicable law the
full amount of the requisite deduction or withholding (including the full
amount of any deduction or withholding from any additional amount payable
pursuant to clause 9.4.2); and  8 
   9.4.4furnish to the Bank promptly after
receipt, and in any event within sixty days of making such deduction or
withholding an official receipt (or other evidence of payment reasonably
satisfactory to the Bank) of the applicable taxation or other authorities
involved for all amounts deducted or withheld as aforesaid.  9.5Tax credits  9.5.1If the Borrower makes a payment
under Clause 9.4.2 (a tax payment)
in respect of a payment to the Bank under this Agreement and the Bank obtains a
refund of tax or a credit against tax attributable to that tax payment (a tax credit) then the Bank shall reimburse the Borrower such
proportion of that tax credit as will leave the Bank (after that reimbursement)
in no better or worse position than it would have been in if no tax payment had
been made.  9.5.2Clause 9.5.1 does not in any way
limit the obligations of the Borrower under the Finance Documents.  9.5.3The Bank is not obliged to take any
steps under clause 9.5.1 if in the opinion of the Bank (acting reasonably) to
do so might be prejudicial to it.  9.5.4The Borrower shall indemnify the
Bank for all costs and expenses reasonably incurred by the Bank as a result of
steps taken under this clause 9.5.  9.6Co-Operation  The Bank and the Borrower will co-operate in completing any procedural
formalities necessary for the Borrower to obtain authorisation to enable it to
make payments to the Bank without any deduction or withholding for or on
account of Tax.  9.7Payments subject to
Subordination Agreement  All payments under this Agreement are subject to the terms of the
Subordination Agreement.  10REPRESENTATIONS AND WARRANTIES  10.1Representations and
Warranties  To induce the Bank to enter into this Agreement
and to make and maintain the Loan the Borrower hereby makes the following
representations and warranties to the Bank as of the date hereof and as of the
Drawdown Date and each Interest Payment Date as if made on each such day with
reference to the facts and circumstances then subsisting:-  10.1.1Status: 
Subject to the Reservations it is duly incorporated and validly existing
under the laws of Germany as a separate legal entity with limited liability and
unlimited duration which is subject to suit in its own name and has the power
and authority to own its property and assets and to carry on its business as it
is being conducted;  10.1.2Power and authority: 
Subject to the Reservations it has the power for and has taken all
necessary action to authorise the execution and delivery of each Finance
Document to which it is a party and the performance of its obligations
thereunder and the transactions contemplated thereby;  10.1.3Legal obligation: Subject to the Reservations each
Finance Document to which it is or will be a party constitutes or will when
executed constitute its legal, valid and binding obligation enforceable in
accordance with its terms;  9 
   10.1.4Non-conflict:  Subject to the Reservations neither the
execution or delivery of the Finance Documents nor the borrowing of the
Facility Amount nor the performance by it of any of its obligations under the
Finance Documents will:-  (a)contravene any applicable law or regulation
or judicial or official order;  (b)conflict in any material respect
with, or result in any material breach of any of the terms of, or constitute a
default under, or result in the creation or imposition of any Security Interest
on or over the whole or any part of its undertaking or assets pursuant to any
agreement or other instrument to which it is a party or is subject or by which
it is bound which agreement or instrument is material to the carrying on of its
business;  (c)violate any material provision of
its Memorandum or Articles of Association or other constitutional documents; or  (d)cause any limitation on its powers
or the powers of its board of directors (whether in respect of borrowings or
otherwise) to be exceeded;  10.1.5Information:  all factual information furnished by it to the
Bank in connection with the negotiation of this Agreement was and remains true
and complete in all material respects and, to the best of its knowledge and
belief, there is no other fact or circumstance relating to its affairs which
has not been disclosed to the Bank the omission of which would make any of such
information misleading in any material respect;  10.1.6Base Accounts:without prejudice to the generality of paragraph 10.1.5 above:-  (a)the Base Accounts give a true and
fair view of its financial condition and the financial condition of the Group
on a consolidated basis (disclosing all liabilities, contingent or otherwise)
as at the Base Accounts Date and the results of its and the Groups operations
during the financial year ended on the Base Accounts Date; and  (b)such accounts have been prepared in
accordance with accounting principles and policies which are generally accepted
in Germany and which have been applied consistently with former years in
relation to its accounts and those of the Group.  10.1.7Litigation:no litigation, arbitration or administrative proceeding before or of any
court, tribunal or governmental authority is presently pending or, to the best
of its knowledge, information and belief, threatened against it or against any
of itsassets which would have  a Material Adverse Effect;  10.1.8No default: 
no Default has occurred and is subsisting which has not been waived;  10.1.9No Breaches: the Borrower is not (and/or would
not with the giving of notice or lapse of time or the satisfaction of any other
condition or any combination thereof be) in breach of or in default in any
material respect under any agreement to which it is a party or by which it may
be bound which agreement is material to the carrying on of its business as that
business is being carried on as at the date of this Agreement;  10.1.10Consents: 
it has obtained all material Consents necessary for:  (a) it to carry on its business in the
ordinary course and (b) the execution, delivery or performance of the Finance
Documents (to which it is or will be a party) and such Consents are in full
force and effect and there has been no material default in the observance of
the conditions or  10 
   restrictions (if any) imposed in, or in connection with, any of the same
which would have a Material Adverse Effect; and  10.1.11Ranking: 
Subject to the terms of the Subordination Agreement, its obligations
under the Finance Documents will be its direct, general and unconditional
obligations and rank or, as the case may be, will rank at least pari passu with
all its other present and future unsecured and unsubordinated indebtedness
except for any obligations mandatorily preferred by law applying to creditors
generally.  10.2Repetition  10.2.1The representations and warranties
contained in clauses 10.1.1 to 10.1.4, 10.1.7, 10.1.8 and 10.1.11.  (Representations and
Warranties) shall be deemed to be made as of each Drawdown Date and
to be repeated by the Borrower on and as of each Interest Payment Date as if
made with reference to the facts and circumstances existing on each such date.  10.2.2Additionally, the Borrower shall be
deemed to represent and warrant as at each Interest Payment Date in respect of
the then latest audited accounts of the Borrower delivered to the Bank under
clause 11.2 (Information) that:  (a)such accounts give a true and fair
view of the financial condition of the Borrower (disclosing all liabilities,
contingent or otherwise) as at the date to which such accounts were made up and
the results of its operations during the financial year ended on such date; and  (b)such accounts have been prepared in
accordance with generally accepted accounting principles and policies in
Germany and which have been applied consistently with former years in relation
to the accounts of the Borrower.  10.3Effect of investigation  The rights and remedies of the Bank in respect of any misrepresentation
or breach of warranty on the part of the Borrower shall not be prejudiced or
affected by any investigation of the Borrower or any other person by or on
behalf of the Bank or without limitation any other act or matter which, but for
this provision, would or might prejudice or affect any such rights or remedies.  11UNDERTAKINGS  11.1General Undertakings  The Borrower undertakes with the Bank that, so long as the Bank remains
under any obligation under this Agreement or any moneys or obligations are
outstanding under this Agreement:  11.1.1Ranking: subject to the terms of the Subordination
Agreement it will ensure that its obligations under the Finance Documents shall
at all times rank at least pari passu with all its other present and future
unsecured and unsubordinated indebtedness;  11.1.2Compliance with laws: it will comply with all applicable
laws and regulations of any governmental authority, whether domestic or
foreign, having jurisdiction over it or any of its assets, where failure to
comply with any such laws or regulations would have a Material Adverse Effect;  11.1.3Insurances:it will maintain insurances on or in relation to its business and assets
with underwriters and insurance companies of repute against such risks of the
kinds customarily  11 
   insured against by, and in amounts reasonably and commercially prudent
for, companies carrying on similar businesses;  11.1.4Conduct of business: it will not without the prior
written consent of the Bank make any substantial change in the nature of that
business;  11.1.5Environmental matters: it will:  (a)obtain all requisite Environmental
Licences and comply with (i) the terms and conditions of all Environmental
Licences applicable to it and (ii) all other applicable Environmental Law, in
each case where failure to do so would have a Material Adverse Effect; and  (b)promptly upon receipt of the same,
notify the Bank of any claim, notice or other communication served on it in
respect of any alleged breach of or corrective or remedial obligation or
liability under any Environmental Law which would, if substantiated, have a
Material Adverse Effect.  11.2Information  The Borrower undertakes with the Bank that, so long as the Bank remains
under any obligation hereunder or any moneys or obligations are outstanding
under this Agreement, it will supply to the Bank:-  11.2.1Audited Accounts. 
as soon as same are available (and in any event within 120 days of the
end of each of its financial years) its audited accounts for that financial
year and the audited consolidated accounts of the Group (it shall ensure that
the financial statements delivered by it under this clause are prepared on a
consistent basis and in accordance with accounting principles generally
accepted in Germany and consistently applied);  11.2.2Shareholder documents. 
all documents despatched by it to its shareholders (or any class of
them) generally, or its creditors (or any class of them), in each case, at the
same time as they are despatched;  11.2.3Litigation. 
promptly upon becoming aware of them, details of any litigation,
arbitration or administrative proceedings which are current, threatened or
pending, and which might, if adversely determined, have a Material Adverse
Effect;  11.2.4Notify defaults and
petitions.it will give notice to the Bank of the
occurrence of any Default (and the steps, if any, being taken to remedy it) and
of any presentation of a petition to appoint an examiner or liquidator or
analogous official to it or any other member of the Group, in each case
promptly upon becoming aware of the same;  11.2.5Other information. 
promptly, such further information in its possession or control
regarding its business, assets and financial condition and operations as the
Bank may reasonably request; and  11.2.6Compliance
Certificates.at the same time as each set of
accounts specified in clause 11.2.1 is delivered to the Bank, and promptly at
any other time, if the Bank so requests, a certificate signed by one of its
directors certifying that no Default is outstanding which  has not been waived or, if a Default is
outstanding which has not been waived, specifying the Default and the steps, if
any, being taken to remedy it.  12 
   12EVENTS OF DEFAULT  12.1Events of Default  There shall be an Event of Default if:-  12.1.1Non-payment.the Borrower fails to pay any amount expressed to be payable by it in or
pursuant to any Finance Documents at the time or otherwise in the manner
specified in such Finance Document Provided that such failure shall not be an
Event of Default if it occurs solely from any technical or administrative
difficulties relating solely to the transfer of such amount and such failure is
remedied within 5 Business Days after the due date for payment; or  12.1.2Breach of other
obligations.the Borrower for any reason fails duly and
promptly to perform or observe any of the other terms and conditions expressed
to be binding on or undertaken by it in or pursuant to any Finance Documents
and either such default is incapable of remedy or, if it is capable of remedy,
it continues unremedied for 14 days after notice thereof has been given by the
Bank to the Borrower; or  12.1.3Misrepresentation.any statement, representation or warranty given or made (or deemed to be
given or made) by the Borrower in or pursuant to any Finance Documents or in
any notice, certificate or statement, delivered or made pursuant to any Finance
Documents is or would, if given or made at any time after the date hereof by
reference to the facts subsisting at that time, be incorrect or untrue in any
material respect; or  12.1.4Cross acceleration.any other Financial Indebtedness of the Borrower (exceeding in aggregate
10,000,000 or equivalent) is not paid at its stated maturity (or within any
applicable period of grace allowed by the terms of the agreement or instrument
constituting or evidencing the same) or, if payable on demand, when demanded;
or  12.1.5Ceasing to carry on
business.the Borrower ceases to carry on its business or any substantial part
thereof (save for the purpose of and followed by an amalgamation or
reconstruction on terms previously approved by the Bank); or  12.1.6Insolvency:  (i)the Borrower is, or is deemed for
the purposes of any law to be, unable to pay its debts as they fall due or to
be insolvent, or admits inability to pay its debts as they fall due; or  (ii)the Borrower suspends making
payments on all or any class of its debts or announces an intention to do so,
or a moratorium is declared in respect of any of its indebtedness; or  (iii)the Borrower, by reason of financial
difficulties, begins negotiations with one or more of its creditors with a view
to the readjustment or rescheduling of any of its indebtedness; or  (iv)any step (including petition,
proposal or convening a meeting) is taken with a view to a composition,
assignment or arrangement with any creditors of the Borrower; or  13 
   12.1.7Insolvency proceedings  (i)a meeting of the Borrower is
convened for the purpose of considering any resolution for (or to petition for)
its winding-up, bankruptcy, court protection or administration or any such
resolution is passed; or  (ii)any person presents a petition
(other than one which is frivolous or vexatious and which is being contested in
good faith by the Borrower) for the court for the winding-up, bankruptcy court
protection or administration of the Borrower; or  (iii)an order for the winding-up,
bankruptcy, court protection or administration of the Borrower is made;  or  (iv)any other step (including petition,
proposal or convening a meeting) is taken with a view to the court protection,
rehabilitation, administration, custodianship, liquidation, winding-up or
dissolution of the Borrower or any other insolvency proceedings involving the
Borrower; or  12.1.8Appointment of receiver
etc.  (i)any liquidator, examiner, trustee in
bankruptcy, judicial custodian, compulsory manager, receiver, administrative
receiver, administrator or the like is appointed in respect of the Borrower or
any material part of its assets; or  (ii)the directors of the Borrower
request the appointment of a liquidator, examiner, trustee in bankruptcy,
judicial custodian, compulsory manager, receiver, administrative receiver,
administrator or the like; or  (iii)any other steps are taken to enforce
any Security Interest over any material part of the assets of the Borrower; or  12.1.9Creditors process.any attachment, sequestration, distress or execution affects any
material asset of the Borrower and is not discharged within 28 days; or  12.1.10Analogous Proceedings.any event anywhere occurs in relation to the Borrower which, is
analogous with any of those mentioned in clauses 12.1.6 to 12.1.9; or  12.1.11Ineffectiveness of any
Consent. 
any material Consent necessary for the carrying on by the Borrower of
its business in the ordinary course or for the execution, delivery or
performance of any Finance Document or the use of the Facility is withdrawn or
revoked or expires or is modified or made subject to any condition which in the
opinion of the Bank would have a Material Adverse Effect; or  12.1.12Control of the Borrower.the Borrower becomes controlled by any person or persons not controlling
it at the date of this Agreement.  For
the purposes of this clause, control in relation to the Borrower means the
power to control the composition of the majority of the board of directors of
the Borrower or otherwise control its affairs.  12.2Rights of Bank. 
Subject to the terms of the Subordination Agreement the Bank may, upon
and at any time after the happening of an Event of Default so long as the same
is continuing, by notice to the Borrower declare that:  12.2.1any obligation of the Bank to
advance any Drawing shall be terminated, whereupon such obligation shall be
terminated forthwith; and/or  14 
   12.2.2the Loan has become immediately due
and payable, whereupon, the Borrower shall forthwith repay the same together
with all interest accrued and all other sums payable under the Finance
Documents; and/or  12.2.3the Loan has become due and payable
on demand, whereupon the Loan and all interest and other sums payable under the
Finance Documents shall at all times after such declaration be due and payable
forthwith on demand.  13INCREASED COSTS AND ILLEGALITY  13.1Increased Costs  13.1.1Subject to the proviso below, the
Borrower shall pay to the Bank the amount of any Increased Costs incurred by
the Bank or any of its Affiliates as a result of:  (a)the introduction of or any change in
(or in the interpretation, administration or application of) any law or
regulation made after the date of this Agreement; or  (b)compliance with any law or
regulation made after the date of this Agreement,  Provided always that the amount of such Increased Costs shall not be
immediately paid by the Borrower but instead shall be added to and form part of
the Loan.  13.1.2In this Agreement Increased Costs means:  (a)a reduction in the rate of return
from the Facility or on the Banks (or its Affiliates) overall capital;  (b)an additional or increased cost; or  (c)a reduction of any amount due and
payable under any Finance Document,  which is incurred or suffered by the Bank or any of its Affiliates to
the extent that it is attributable to the Bank funding or performing its
obligations under any Finance Document.  13.2Increased Cost claims:  13.2.1The Bank shall notify the Borrower
of any event giving rise to a claim under clause 13.1 (increased
costs);  13.2.2The Bank shall, as soon as
practicable after making demand, provide a certificate confirming the Increased
Costs.  13.3Exceptions:Clause 13.1 (Increased Costs)
does not apply to the extent any Increased Cost is:  13.3.1compensated for by clause 9.4.2 (Tax Gross Up);  13.3.2compensated for by clause 15.1 (General indemnity);  13.3.3compensated for by the payment of
the Reserve Asset Cost Rate;  13.3.4any change in the rate of Tax on the
overall net income of the Bank (or the overall net income of a division or
branch of the Bank) imposed in the jurisdiction in which its principal office
or facility office for the time being is situate; or  15 
   13.3.5attributable to the wilful breach by
the Bank or its Affiliates of any law or regulation or otherwise to its
negligence or wilful default.  13.4Illegality.  13.4.1Illegality.Notwithstanding anything herein contained, if any law, regulation,
treaty or official directive, or any change therein or in the interpretation or
application thereof by any authority charged with the administration thereof or
by any court shall make it unlawful for the Bank to make, maintain or fund the
Drawings or to give effect to its obligations as contemplated hereby (an Illegality), the Bank may
by written notice thereof to the Borrower declare that the Banks obligations
shall be terminated forthwith whereupon such obligations shall be so terminated
and the Borrower will repay forthwith (or at the end of such period as the Bank
shall in its discretion have agreed) the whole of the Facility together with
accrued interest thereon, accrued commitment fee and all other amounts payable
to the Bank hereunder.  The Availability
Period shall, if it has not already done so, thereupon terminate.  14MITIGATION BY THE BANK  14.1Mitigation:  14.1.1The Bank shall (in consultation with
the Borrower), take all reasonable steps to mitigate any circumstances which
arise and which would result in any amount becoming payable under or pursuant
to any of clause 13.4 (Illegality),clause
9.4 (Tax gross up) or clause 13.1 (Increased costs) including (but not limited to)
transferring its rights and obligations under the Finance Documents to another
Affiliate or facility office (if applicable).  14.1.2Clause 14.1.1 above does not in any
way limit the obligations of the Borrower under the Finance Documents.  14.2Limitation of liability:  14.2.1The Borrower shall indemnify the
Bank for all costs and expenses reasonably incurred by the Bank as a result of
steps taken by it under clause 14.1 (Mitigation).  14.2.2The Bank is not obliged to take any
steps under clause 14.1 (Mitigation)
if, in the opinion of the Bank (acting reasonably), to do so might be
prejudicial to it.  15INDEMNITIES  15.1General indemnity  The Borrower shall on demand indemnify the Bank against any liability
loss or expense which the Bank shall certify as incurred by it as a consequence
of:  15.1.1any default in payment by the
Borrower of any sum under any Finance Document when due;  15.1.2the occurrence of any Default;  15.1.3any repayment or prepayment of any
Drawing or part thereof being received otherwise than on the last day of an
Interest Period;  15.1.4any repayment or prepayment of any
Drawing or part thereof being received (whether or not on the last day of any
Interest Period) during any period in respect of which the rate of interest
payable on such Drawing has been fixed; or  16 
   15.1.5any Drawing not being made for any
reason directly attributable to the Borrower after a notice of drawdown
therefor has been given; or  15.1.6any prepayment not being made after
a notice of prepayment therefor has been given;  including in any such case, but not limited to, any loss or expense
incurred in maintaining or funding the Loan or any Drawing or other sum or in
liquidating or re-employing deposits from third parties acquired or contracted
for in order to effect or maintain the same or in unwinding or redeploying any
arrangement entered into to fix for any period the interest rate payable
hereunder.  Provided always that any amount payable by the Borrower to the Bank under
this clause shall not be immediately paid by the Borrower but instead shall be
added to and form part of the Loan.  15.2Currency indemnity  If, under any applicable law, whether as a result of a judgement against
the Borrower or the liquidation of the Borrower (or for any other reason) any
payment under or in connection with the Finance Documents is made or is
recovered in a currency (the judgement currency) other than that in which it
is required to be paid under the Finance Documents (the agreed currency)
then, to the extent that the payment to the Bank (when converted at the rate of
exchange on the date of payment or, in the case of a liquidation, the latest
date for the determination of liabilities permitted by the applicable law)
falls short of the amount unpaid under the Finance Documents, the Borrower
shall, as a separate and independent obligation, fully indemnify the Bank
against the amount of the shortfall.  For
the purposes of this clause, rate of exchange means the rate at which the Bank
is able on the relevant date to purchase the agreed currency in such foreign
exchange market as it, in its absolute discretion, may determine with the
judgement currency.  16ASSIGNMENT  16.1The Borrower shall not assign or
transfer all or any part of its rights, benefits and/or obligations under this
Agreement.  16.2The Bank may, without the consent of
the Borrower, grant a participation in or make an assignment or transfer or
otherwise dispose of the whole or any part or parts of its rights, benefits and
obligations under this Agreement.  16.3For the purposes of any such
participation, assignment, transfer or disposal and any sub-participation, the
Bank may disclose information about the Borrower and its Subsidiaries and the
financial condition of the Borrower and its Subsidiaries as shall have been
made available to the Bank by the Borrower (but only if the person to whom such
information is disclosed shall first have entered into a confidentiality
undertaking in a form reasonably satisfactory to the Borrower) or which is
publicly available.  16.4The expression Bank wherever used
in this Agreement shall, to the extent of its interest for the time being
herein, include every successor in title, participant, assignee, transferee or
party to whom a disposal is made as aforesaid.  17WAIVER  No omission or delay on the part of the Bank in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or of any other right, power or
privilege.  The rights and remedies
herein provided are cumulative with and not exclusive of any rights or remedies
provided by law.  17 
   18SEVERANCE  If at any time any provision hereof is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions hereof nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction shall in any way be affected or impaired thereby.  19SET-OFF  Without prejudice to and in addition to any right of set-off or right to
combine accounts or other similar right the Borrower authorises the Bank to
apply any credit balance (whether matured or not) to which the Borrower is
entitled on any account of the Borrower with the Bank in satisfaction of any
sum due and payable from the Borrower to the Bank under the Finance Documents
but unpaid; for this purpose the Bank is authorised to purchase (at such rate
of exchange and in such foreign exchange market as it in its absolute
discretion, may determine) with the moneys standing to the credit of any such
account such other currencies as may be necessary to effect such application.  20COSTS  All costs and other expenses, including legal fees and expenses,
reasonably incurred by the Bank in connection with the negotiation, preparation
and execution of the Finance Documents or in preserving, perfecting or
enforcing or seeking to preserve, perfect or enforce any of the Banks rights
under or in connection with the Finance Documents shall be reimbursed by the
Borrower to the Bank upon demand.  21COUNTERPARTS  This Agreement may be executed in any number of counterparts in which
case this Agreement shall be as effective as if all signatures and other
executions on the counterparts were on a single copy of this Agreement and any
Party may enter this Agreement by executing a counterpart.  22NOTICES  Any notice or communication or demand to be given or made pursuant to
this Agreement shall be given or made by prepaid registered or recorded
delivery post or by fax or cable or by hand delivery addressed and sent to the
Party to be served at the following addresses:  to the Bank at:
  18/21 St Stephens Green, Dublin 2fax number:
  616 2429attention:
  Paul Stephensto the Borrower at:
  Vorsitzender des Vorstandes derRosenthal AGWittelsbachenstr 4395100 Selbfax number
  0049 928 772224attention:
  Herrn Ottmar C.Küsel  or such other address and/or telex and/or fax number as the Party
changing its address and/or telex and/or fax number may notify to the
other.  Except where receipt is expressly
required by the terms of this Agreement, any such notice, communication or
demand, if given or made by prepaid registered or recorded delivery post, shall
be deemed to have been duly given or made two Business Days after the same was
posted (and in proving such it shall be sufficient to prove that the envelope
containing the same was posted) and, if given or made by telex, fax or cable,
shall be deemed to have been duly given or made at the time of despatch.  18 
   23SUBORDINATION  The parties acknowledge and agree that this Agreement is subject to the
Subordination Agreement.  24GOVERNING LAW AND JURISDICTION  24.1Governing Law  This Agreement shall be governed by and construed in accordance with the
laws of Ireland.  24.2Jurisdiction  It is irrevocably agreed for the exclusive benefit of the Bank that the
courts of Ireland are to have jurisdiction to settle any disputes which may
arise out of or in connection with this Agreement and that accordingly any
suit, action or proceeding arising out of or in connection with this Agreement
(in this clause referred to as Proceedings) may be brought in such
courts.  Nothing in this clause shall
limit the right of the Bank to take Proceedings against the Borrower in any
other court of competent jurisdiction, nor shall the taking of Proceedings in
one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction, whether concurrently or not.  24.3The Borrower hereby irrevocably
authorises and appoints Waterford Wedgwood plc (attention  Patrick Dowling) (or such other person
resident in Ireland as it may by notice to the Bank substitute) to accept
service of all legal process arising out of or in connection with this
Agreement and service on Waterford Wedgwood plc (or such substitute as
aforesaid) shall be deemed service on the Borrower and the Borrower agrees that
failure by its process agent to notify it of the process will not invalidate
the proceedings concerned.  IN
WITNESS WHEREOF this Agreement has been duly executed on the date shown at the
beginning of  this Agreement.  19 
   SCHEDULE 1  Conditions Precedent  The documents and other items referred to in clause 4 (conditions precedent)are as follows:  1.this Agreement duly signed on behalf
of the Borrower;  2.a Certified Copy of an extract from
the commercial register (Handelsregister) and constitutional documents of the
Borrower;  3.a Certified Copy of a resolution of
the board of directors of the Borrower authorising acceptance  of the Facility by the Borrower;  4.three sets of specimen signatures,
authenticated by the managing directors of the Borrower, of the authorised
representatives of the Borrower either as set out by the commercial register
extract for the Borrower or as authorised by power of attorney;  5.an opinion from lawyers acceptable
to the Bank in the jurisdiction of incorporation of the Borrower.  6.the Banks security requirements.  20 
   SCHEDULE 2  Form of Drawdown Notice  To:Anglo Irish Bank Corporation plc  For the attention of Paul Stephens     
20    Dear Sirs  Loan
Agreement dated2004 between (1) us as
borrower and (2) you as lender  We wish to drawdown a Drawing under the above loan agreement as follows:  (a)Drawdown
Date:                  2004  (b)Amount:   (c)Bank Account to which proceeds are
to be paid:           We confirm that: -  (i)the matters represented by us and
set out in the relevant sub-clauses of clause 10 (Representations
and Warranties) of the Loan Agreement as being expressed to be
repeated are true and accurate on the date of this notice as if made on such
date; and  (ii)no Default, as defined in the Loan
Agreement, has occurred and is continuing unwaived or would result from the
drawing of the proposed Drawing.   Yours faithfully   For and on behalf of ROSENTHAL
AG   Authorised Signatory  21 
   SCHEDULE 3  Compliance Certificate  To:         Anglo Irish
Bank Corporation plc  For the attention
of:         Paul Stephens  Date:   Dear Sirs  We hereby certify pursuant to clause 11.3 (Information) of the Loan
Agreement dated 2004 between (1) us as borrower and
(2) you as lender (the Agreement) that: -  1.No Default (as defined in the
Agreement) has occurred and is subsisting which has not been waived.  2.The accounts forwarded herewith have
been prepared in accordance with the same accounting principles and policies as
were adopted in the preparation of the Base Accounts (as defined in the
Agreement).  Yours faithfully   For and on behalf of ROSENTHAL
AG   Managing Director  22 
   SIGNATURES  SIGNED for and on behalf oftheBorrowerin the presence of:Authorised SignatoryWitnessAddressOccupationSIGNED for and on behalf oftheBankin the presence of:-Authorised SignatoryWitnessAddressOccupation  23 
   DATED        25
JUNE        2004   (1) 
ROSENTHAL AG  (2)  ANGLO
IRISH BANK CORPORATION plc   
 TERM LOAN AGREEMENT 
   MATHESON ORMSBY PRENTICE 30 Herbert Street Dublin 2 Ireland  TEL  + 353 1 619 9000 FAX  + 353 1 619
9010