Exhibit
4.1


 


DATED
14 NOVEMBER 2003


 


 


J
& E DAVY


 


 


THE
PERSONS NAMED IN THE FIRST SCHEDULE


 


 


-and-


 


 


WATERFORD
WEDGWOOD PLC


 


 












 


UNDERWRITING
AGREEMENT


 


RIGHTS
ISSUE


 












 


 


McCann
FitzGerald


Solicitors


2 Harbourmaster Place


International Financial
Services Centre


Dublin 1


BHD\704709.1


 

















 


TABLE
OF CONTENTS


 


	
  1.

  	
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  APPOINTMENT OF DAVY

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  REGISTRATION AND APPLICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  ALLOTMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  DAVY OBLIGATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  PAYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  SETTLEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  FEES, COMMISSIONS AND EXPENSES

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  WARRANTIES AND UNDERTAKINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  RELEASE AND INDEMNITY

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  CONTINUING OBLIGATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  ANNOUNCEMENTS AND INFORMATION

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  GENERAL

  	
   

  
	
   

  	
   

  	
   

  
	
  FIRST SCHEDULE

  	
   

  
	
   

  	
   

  
	
  SECOND SCHEDULE

  	
   

  
	
   

  	
   

  
	
  THIRD SCHEDULE

  	
   

  
	
   

  	
   

  
	
  FOURTH SCHEDULE

  	
   

  
	
   

  	
   

  
	
  FIFTH SCHEDULE

  	
   

  



 


AGREED FORM DOCUMENTS


 


1.             Amended
Existing Notes Purchase Commitment Letter


 


2.             Amended
Revolving Credit Facility Commitment Letter


 


3.             New
Rosenthal Facility Commitment Letter


 

















 


4.             Bank
of New York Escrow Agreement


 


5.             Barclays
Instruction Letter


 


6.             Listing
Particulars


 


7.             PAL


 


8.             Board
Resolutions


 


9.             Red
Herring Offering Memorandum


 


10.           Verification
Notes


 


11.           Responsibility
Statements and Powers of Attorney


 


12.           A certificate signed by
two Directors confirming that the Conditions contained in Clause 2.1 (m), (n),
(o), (p), (q) and (r) have been satisfied.


 


13.           Conditional
confirmation letter from the auditors of the Company addressed to Davy and the
Company regarding sufficiency of working capital.


 


14.           A letter from the
Company addressed to Davy confirming the accuracy of extraction of the
financial information in the underwriter’s proof of the Listing Particulars.


 


15.           A letter from the Company
to Davy confirming that there has been no significant change in the financial
or trading position of the Group since 30 September 2003.


 


16.           A letter from the
Company addressed to Davy confirming the sufficiency of working capital
available to the Group.


 


18.           A letter from the
Company addressed to Davy confirming that the Directors have had explained to
them the nature of their responsibilities and obligations as directors of a
listed company.


 

















 


THIS AGREEMENT is
made on 14 November 2003


 


BETWEEN:


 


(1)           J & E DAVY, an unlimited company
registered in Ireland under number 106680, having its registered office at Davy
House, 49 Dawson Street, Dublin 2 (“Davy”);


 


(2)           THE PERSONS NAMED IN
THE FIRST SCHEDULE (the “Executive
Directors”); and


 


(3)           WATERFORD WEDGWOOD PLC,
a public limited company registered in Ireland under number 11861, having its
registered office at Kilbarry, Waterford (the “Company”).


 


WHEREAS:


 


A.            The Company is a
public limited company incorporated in Ireland under number 11861 and has at
the date of this Agreement an authorised share capital of €60,000,000 divided into 1,000,000,000
ordinary shares of €0.06 each,
of which 783,347,110 are in issue and fully paid up.


 


B.            The Company proposes
to raise €38,455,221 (before
commission and expenses) by means of the rights issue of the Rights Issue Units
at the Price and on the terms set out in the Listing Particulars.


 


C.            The persons whose
names are set out in the First Schedule are the chairman, the deputy
chairman and all of the present executive directors of the Company.


 


D.            Davy has, on the terms
and subject to the conditions of this Agreement and the Rights Issue Documents,
agreed to underwrite the Rights Issue at the Price.


 


IT IS AGREED as
follows:


 


1.             INTERPRETATION


 


1.1           Definitions


 


In this Agreement, including the Schedules,
the following words and expressions shall have the meanings ascribed to them
below:


 


“Accounts Date”,
means 31 March 2003, being the date to which the Group’s last reported
audited financial statements, being the financial statements in respect of the
12 month period ended on that date, relate;


 


“Admission”,
means the admission of all of the Rights Issue Units, nil paid, to the official
list of the Irish Stock Exchange and the official list maintained by the UK
Listing Authority and to trading on the main markets for listed securities of
the Irish Stock Exchange and the London Stock Exchange becoming effective in
accordance with the Listing Rules;


 


1

















 


“Amended Existing
Notes Purchase Agreement”, means the amended existing
notes purchase agreement to be entered into by the Company and certain
Subsidiary Undertakings with the purchasers named therein providing for, inter
alia, the amendment of certain terms of the US$95,000,000 guaranteed senior
private placement notes due November 2018, which were issued in
November 1998 by Waterford Wedgwood Finance and guaranteed by the Company
and which agreement (a) shall be consistent in all material respects with the
terms and conditions specified in the Amended Existing Notes Purchase Commitment
Letter and (b) shall not contain any material terms or conditions other than
those contained in the Amended Existing Notes Purchase Commitment Letter;


 


“Amended Revolving
Credit Facility Agreement”, means the amended
revolving credit facility agreement to be entered into by the Company, certain
Subsidiary Undertakings and a syndicate of banks (including the Royal Bank of
Scotland, Bank of Ireland and others), providing for, inter alia, the amendment
of certain terms of the Original Credit Facility (as defined in the Listing
Particulars), and which agreement (a) shall be consistent in all material
respects with the terms and conditions specified in the Amended Revolving
Credit Facility Commitment Letter and (b) shall not contain any material terms
or conditions other than those contained in the Amended Revolving Credit
Facility Commitment Letter;


 


“Amended Existing
Notes Purchase Commitment Letter”, means the letter
from the Company and Waterford Wedgwood Finance Inc. to the holders of the
Existing Notes (as defined in the Listing Particulars) dated 13
November 2003 relating, inter alia, to the proposed amendment of the terms
of the Existing Notes (as defined in the Listing Particulars), including the
termsheet annexed thereto entitled “Summary Terms and Conditions for Amended US
Private Placement Notes (the “Amended Notes”)
and Intercreditor Deed” in the agreed form;


 


“Amended Revolving
Credit Facility Commitment Letter”, means the letter
from National Westminster Bank plc to the Company and certain other members of
the Group dated 13 November 2003, including the termsheet annexed thereto
entitled “Summary Terms and Conditions for Senior Debt Facility for Waterford
Wedgwood plc”, in the agreed form;


 


“Application”,
means the application for Admission to be made by Davy on behalf of the
Company;


 


“Banks”,
means the banks who are a party to the Amended Revolving Credit Facility
Agreement;


 


“Bank of New York
Escrow Agreement”, means the agreement, in the agreed
form, between the Bank of New York (in its capacity as escrow agent), Davy and
the Company in which the Bank of New York agrees that, upon receipt of the
proceeds of the Subordinated Bonds, being not less than €165,000,000, from the Bank of New York (in its capacity as common
depository in relation to the Subordinated Bonds and upon receipt of a
certificate from Davy notifying the Bank of New York that Admission has
occurred), (i) approximately €81.8 million of the net proceeds will be
unconditionally and irrevocably released by it to the Banks in accordance with
the terms of the Amended Revolving Credit Facility Agreement (ii) approximately
€24.5 million of the net proceeds will be unconditionally and irrevocably
released by it to


 


2

















 


the Noteholders in accordance with the terms
of the Amended Existing Notes Purchase Agreement, (iii) approximately €5.0
million of the net proceeds will be unconditionally and irrevocably released by
it to the Lenders in accordance with the terms of the New Rosenthal Facility
Agreement and the balance of the proceeds will be irrevocably and
unconditionally released to, or at the direction of, the Company;


 


“Barclays Instruction
Letter”, means the letter from Barclays Bank plc to
the Bank of New York (in its capacity as common depository in relation to the
Subordinated Bonds), in the agreed form, in which Barclays Bank plc irrevocably
authorises and instructs the Bank of New York to pay the gross proceeds of the
Subordinated Bonds to the escrow account maintained by the Bank of New York in
its capacity as escrow agent under the Bank of New York Escrow Agreement;


 


“Board”,
means the board of directors of the Company from time to time;


 


“Board Resolutions”,
means the resolutions of the Board and of the board of directors of Waterford
Wedgwood UK, in the agreed form, which shall include (without limitation)
approval of the Rights Issue Documents, authorising (where required) their
publication and approving this Agreement and its execution;


 


“Business Day”,
means any day (other than a Saturday or Sunday) on which lending banks in
Dublin and London are open for business;


 


“Closing Date”,
means the latest date for acceptance and payment in full under the Rights
Issue;


 


“Companies Acts”,
means the Companies Acts 1963 to 2001;


 


“Company’s
Solicitors”, means William Fry, Fitzwilton House,
Wilton Place, Dublin 2;


 


“Completion”,
means completion of the subscription for the Rights Issue Units;


 


“Conditions”,
means the conditions set out in Clause 2.1;


 


“CREST”,
means the relevant system for the paperless settlement of trades and the
holding of uncertificated securities operated by CRESTCo in accordance with the
CREST Regulations;


 


“CRESTCo”,
means CRESTCo Limited (the operator of CREST);


 


“CREST member”,
means a person who has been admitted by CRESTCo as a system-member (as defined
in the CREST Regulations);


 


“CREST Regulations”,
means the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (SI
No. 68/1996);


 


“CREST participant”,
means a person who is, in relation to CREST, a system-participant (as defined
in the CREST Regulations);


 


“Davy Relevant
Persons”, means Davy and (a) each undertaking which
is, on or at any time after the date of this Agreement, a subsidiary
undertaking or parent


 


3

















 


undertaking of Davy or a subsidiary
undertaking of a parent undertaking of Davy (including, for the avoidance of
doubt, Davy Corporate Finance Limited); and (b) each person who is, on or at
any time after the date of this Agreement, a director, officer or employee of
Davy or an undertaking specified in sub-paragraph (a);


 


“Directors”,
means all of the directors of the Company;


 


“Engagement Letter”,
means the letter from Davy Corporate Finance Limited to the Company dated 11
November 2003 confirming the scope of the engagement of Davy Corporate
Finance Limited with the Company in relation to the Rights Issue;


 


“Environmental Laws”,
means (a) the common law and (b) all laws, by-laws, statutes, regulations,
rules, orders, instruments, decrees, directives, decisions, injunctions,
rulings and judgements of any government, local government, international,
supranational, executive, administrative, judicial or regulatory authority or
agency whether of Ireland, the European Union or elsewhere and all approved
codes of practice (whether voluntary or compulsory) relating to the protection
of the environment or of human health or safety or welfare or to the
manufacture, formulation, processing, treatment, storage, containment,
labelling, handling, transportation, distribution, recycling, re-use, release,
disposal, removal remediation, abatement or clean-up of any containment
including (without prejudice to the generality of the foregoing) the provisions
of the Public Health (Ireland) Act, 1878, the Fisheries Acts 1959 to 2001, the
Local Government (Water Pollution) Acts 1977 and 1990, the European Communities
(Waste) Regulations 1984, the Litter Pollution Acts 1997 to 2001, the Air
Pollution Act, 1987, the European Communities (Environmental Impact Assessment)
Regulations 1989 to 1999, the Planning Acts, the Environmental Protection
Agency Act 1992, the Wildlife Acts 1976 and 2000, and the Waste Management Acts
1996 to 2001 and any amendment thereto and any and all regulations, orders and
notices made or served thereunder or pursuant thereto and the United States
equivalent of all the foregoing;


 


“Escrow Closing Time”,
means the time on the Impact Day when the Company receives an original copy of
the Barclays Instruction Letter from Barclays Bank plc, as the initial
purchaser of the Subordinated Bonds;


 


“Group”,
means the Company and the Subsidiary Undertakings at the date of this Agreement
and “member of the Group” or “Group Company” shall mean any one of them;


 


“Impact Day”,
means the Business Day on which the Company receives an original copy of the
Barclays Instruction Letter;


 


“Income Shares”,
means non-voting shares of nominal value Stg 1p each in the capital of
Waterford Wedgwood UK which, when issued with and tied to an Ordinary Share,
entitle holders of Stock Units to elect to receive dividends paid from
UK-sourced profits;


 


“Irish Stock
Exchange”, means The Irish Stock Exchange Limited;


 


“Lenders”,
means the lenders under the New Rosenthal Term Facility Agreement;


 


4

















 


“Listing Particulars”,
means the listing particulars for the purposes of the Rights Issue, in the
agreed form, relating to the Company and the Group, as required by the
Regulations and the Rules, subject to such amendments as the Company, with the
prior consent of Davy, may require to be made thereto prior to the Impact Day;


 


“Listing Rules”,
means the listing rules of the Irish Stock Exchange and/or, where appropriate,
the listing rules of the UK Listing Authority;


 


“London Stock
Exchange”, means the London Stock Exchange plc;


 


“Long Stop Date”,
means 5 December 2003;


 


“member account ID”,
means the identification code or number attached to any member account in
CREST;


 


“New Rosenthal
Facility Commitment Letter”, means the letter dated 6
November, 2003 from Hypovereinsbank to Rosenthal AG, Waterford Wedgwood GmbH
and the Company, in the agreed form;


 


“New Rosenthal Term
Facility Agreement”, means the new Rosenthal term
facility agreement to be entered into by Rosenthal AG, Waterford Wedgwood GmbH
(a subsidiary of the Company) and their respective subsidiaries, as the case
may be, replacing their existing credit facilities, which agreement (a) shall
be consistent in all material respects with the terms and conditions specified
in the New Rosenthal Facility Commitment Letter; and (b) shall not contain any
material terms or conditions other than those contained in the New Rosenthal
Facility Commitment Letter;


 


“Noteholders”,
means the holders of notes under the Amended Existing Notes Purchase Agreement;


 


“Official List”,
means the official list of the Irish Stock Exchange and/or, as appropriate, the
official list maintained by the UK Listing Authority;


 


“Ordinary Shares”,
means ordinary shares of nominal value  €0.06 each in the capital of the Company;


 


“O’Reilly/Goulandris Interests”, means the holders of Stock Units in which
(i) Sir Anthony O’Reilly has an interest, being currently 156,447,797 Stock
Units registered in the name of Stoneworth Investment Limited, Albany Hill
Limited, Mystic Investments (Cayman) Limited and Indexia Holdings Limited; and
(ii) Mr Peter John Goulandris has an interest, being currently 192,088,091
Stock Units registered in the name of Stoneworth Investment Limited, Albany
Hill Limited, Araquipa International Limited, Cressborough Holdings Limited,
currently being in aggregate, due to common interests, 192,758,998 Stock Units;


 


“PAL”, means the provisional allotment letter, in
the agreed form, to be despatched to certain Qualifying Stockholders pursuant
to the Rights Issue;


 


“participant ID”, means the identification code or membership
number used in CREST to identify a particular CREST member or other CREST
participant;


 


5

















 


“Planning Acts”, means the Local Government (Planning and
Development) Act, 1982, the Local Government (Planning and Development) Act, 1993, the Planning and
Development Act, 2000 and the Building Control Act, 1990 and all regulations
made thereunder;


 


“Press Release”, means the press release, in such form as
Davy may reasonably request, to be released on Admission by or on behalf of the
Company giving details, inter alia, of the Rights Issue;


 


“Price”, means €0.18 per Rights Issue Unit;


 


“Qualifying Stockholders”, means holders of Ordinary Shares on the
register of members of the Company and holders of Income Shares on the register
of members of Waterford Wedgwood UK, in each case on the Record Date;


 


“Record Date”, means 6 pm on the third Business Day before
the expected Impact Day or such other date as the Company and Davy may agree;


 


“Red Herring Offering Memorandum”, means a draft document, in the agreed form,
which is subject to completion and which includes indicative information on the
Subordinated Bonds;


 


“Registrars” and/or “Receiving
Agent”, means Capita
Corporate Registrars plc, Unit 5, Manor Street Business Park, Manor Street,
Dublin 7;


 


“Regulations”, means the European Communities (Stock
Exchange) Regulations 1984 and the European Communities (Transferable
Securities and Stock Exchange) Regulations 1992;


 


“Rights Issue”, means the issue of Rights Issue Units by
way of rights in accordance with this Agreement and the Rights Issue Documents;


 


“Rights Issue Amount”, means the Price multiplied by the number of
Underwritten Stock Units;


 


“Rights Issue Documents”, means the Listing Particulars, the PAL and
the Press Release issued with the authority of the Company;


 


“Rights Issue Units”, means 213,640,119 Stock Units;


 


“Rules”, means the latest edition of “The Listing
Rules” issued by the Irish Stock Exchange and the UK Listing Authority;


 


“stock account”, means an account within a member account in
CREST to which a holding of a particular share or other security in CREST is credited;


 


“Stockholders”, means holders of Stock Units;


 


“Stock Exchanges”, means the Irish Stock Exchange and the
London Stock Exchange;


 


6

















 


“Stock Unit”, means one Ordinary Share and one Income
Share which are “twinned”
together;


 


“Subordinated Bonds”, means the €165,000,000 aggregate principal
amount of subordinated bonds due September 2010, which are expected to be
issued by the Company on the Impact Day;


 


“Subsidiary Undertakings”, means all subsidiaries and subsidiary
undertakings of the Company, including the companies listed in the Second
Schedule or any one or more of them;


 


“uncertificated” or “in an
uncertificated form”, means Stock Units recorded on the registers of
members of the Company and Waterford Wedgwood UK as being held in uncertificated
form in CREST and title to which, by virtue of the CREST Regulations, may be
transferred by means of an instruction issued in accordance with the rules of
CREST;


 


“UK Listing Authority” or “UKLA”,
means the Financial Services Authority acting in its capacity as the competent
authority for the purposes of Part VI of the Financial Services and Markets Act
2000 of the United Kingdom;


 


“Underwritten Stock Units”, means all of the Rights Issue Units,
including for the avoidance of doubt, any fractional entitlements (as defined
in Clause 6.1);


 


“VAT”, means value added tax;


 


“Verification Notes”, means the questions contained in the agreed
form document prepared by the Company’s Solicitors to verify statements in the
Listing Particulars and the answers to such questions;


 


“Warranties”, means the warranties, indemnities and
representations set out in Clause 10 and the Fourth Schedule;


 


“Waterford Wedgwood UK”, means Waterford Wedgwood UK p.l.c., a
subsidiary of the Company; and


 


“Working Capital Estimates”, means the working capital estimates
prepared by the Company for the Group for the period to 31 December, 2004.


 


1.2           Interpretation


 


Where used in this Agreement, the terms “subsidiary”, “financial year” and “connected
persons” shall have the meanings respectively attributed to them by
the Companies Acts at the date of this Agreement and the terms “subsidiary undertaking” and “parent undertaking” shall have the
meanings respectively attributed to them by the European Community (Companies:
Group Accounts) Regulations 1992.


 


1.3           Legislation


 


A reference to any statutory provision in this
Agreement:


 


7

















 


(a)           includes any order,
instrument, regulation, permission and direction made or issued under such
statutory provision or deriving validity from it;


 


(b)           shall be construed as a
reference to such statutory provision as in force at the date of this Agreement
(including, for the avoidance of doubt, any amendments made to such statutory
provision that are in force at the date of this Agreement); and


 


(c)           shall also be construed
as a reference to any statutory provision of which such statutory provision is
a re-enactment or consolidation.


 


1.4           Headings


 


The headings in this Agreement are for
convenience only and shall not affect its meaning.


 


1.5           Reference to Clauses


 


Reference to a Clause or sub-Clause,
Schedule or paragraph are (unless otherwise stated) to a Clause,
sub-Clause of and Schedule to this Agreement and to a paragraph of the
relevant Schedule.  The Schedules form part
of this Agreement.


 


1.6           Clauses incorporating gender


 


Words importing one gender shall (where
appropriate) include any other gender and words importing the singular shall
(where appropriate) include the plural and vice versa.


 


1.7           Agreed form


 


A document expressed to be “in agreed form”
means a document, the terms, conditions and form of which have been agreed by
the parties to this Agreement prior to the execution of this Agreement and a
copy of which has been identified as such and initialled by or on behalf of the
parties to this Agreement (subject to any further amendments as the parties to
this Agreement may subsequently agree).


 


1.8           Material


 


In this Agreement, unless the context
otherwise requires, a reference to the words “material”
and “materially” means
material in the context of the Rights Issue in the reasonable opinion of Davy
and “materially” shall be
construed accordingly.


 


1.9           Best of knowledge


 


Unless expressly stated otherwise, where any
statement is qualified by the expression “to the best of his knowledge,
information and belief” or “so far as he is aware”, or any similar expression,
unless otherwise stated, there shall be deemed to be included after such
statement the words “after due consideration and having made proper enquiries”.


 


8

















 


2.             CONDITIONS


 


2.1           Conditions


 


The obligations of Davy pursuant to this
Agreement are conditional upon the fulfilment of the following conditions by
not later than the relevant time or date specified (or such later date as the
Company and Davy may agree in writing but not being later than 8.30 am on the
Long Stop Date):-


 


(a)           the Listing Particulars
being stamped and approved by the Irish Stock Exchange and a copy thereof,
together with the consents and material contracts, as required by the
Regulations, being filed with the Registrar of Companies in Ireland not later
than the Escrow Closing Time, and written confirmation of such filing being
made to Davy by the Company’s Solicitors by not later than the Escrow Closing
Time;


 


(b)           the Listing Particulars
being stamped and approved by the UK Listing Authority and a copy thereof, as
required by the Financial Services and Markets Act 2000 of the United Kingdom,
being filed with the Registrar of Companies in England and Wales not later than
the Escrow Closing Time, and written confirmation of such filing being made to
Davy by the Company’s Solicitors not later than the Escrow Closing Time;


 


(c)           the Listing Particulars
being despatched to Qualifying Stockholders by not later than 11.59 pm on the
Impact Day;


 


(d)           the PAL being
despatched by no later than 11.59 pm on the Impact Day;


 


(e)           the Application having
been made to the Irish Stock Exchange, the UK Listing Authority and the London
Stock Exchange by or on behalf of the Company prior to the Escrow Closing Time;


 


(f)            (to the extent that
the same has not already occurred) the matters referred to in this Agreement
(and in particular, the matters referred to in Clauses 3, 4 and 5 (a) below)
being duly approved at a meeting of the Board (and, where appropriate, by the
board of directors of Waterford Wedgwood UK) or a duly established and
authorised committee thereof prior to the Escrow Closing Time;


 


(g)           the submission to the
Stock Exchanges of any advertisement (including, without limitation, the Press
Release) or other requisite information relating to the Rights Issue and/or the
Application and the Stock Exchanges approving the contents thereof or
authorising the issue thereof without such approval by not later than the
proposed date for release or issue thereof;


 


(h)           there having been
delivered to Davy:


 


(a)           simultaneously with the
execution of this Agreement, the documents listed in Part I of the Third
Schedule; and


 


(b)           prior to the Escrow
Closing Time, the documents listed in Part II of the Third Schedule;


 


9

















 


(i)            Admission occurring
not later than 8 am on the first Business Day after the Impact Day;


 


(j)            any supplementary
listing particulars which may be required pursuant to the Regulations or the
Financial Services and Markets Act, 2000 of the United Kingdom being approved
by the committee of the Irish Stock Exchange and by the UK Listing Authority
and published in accordance with the Listing Rules, the Regulations and the
Financial Services and Markets Act 2000 of the United Kingdom before Admission;


 


(k)           the Company having
complied in all material respects with its obligations under this Agreement
which are required to be performed prior to the Escrow Closing Time;


 


(l)            the delivery prior to
the Escrow Closing Time by the Company to Davy of a letter in the form set out
in the Fifth Schedule (or in such other form as Davy may approve) and
effective as of the Escrow Closing Time;


 


(m)          the Amended Revolving
Credit Facility Agreement having been duly entered into by all parties thereto
and not having been materially amended (without the prior written consent of
Davy) or terminated, and there being no grounds on which it could be
terminated, in each case immediately prior to the Escrow Closing Time and all
conditions for drawdown under that agreement (save for any condition in regard
to (i) Admission, (ii) the payment of approximately €26.5 million from the net proceeds of the Rights Issue to the Banks
and (iii) the payment of approximately €81.8 million from the net proceeds of
the Subordinated Bonds to the Banks) having been satisfied or having been
irrevocably waived by all of the Banks immediately prior to the Escrow Closing
Time;


 


(n)           the offering of the Subordinated Bonds having been made and having been
completed on terms substantially as described in the Red Herring Offering Memorandum or on such other terms (including
the rate of interest attaching to the notes) as the Company, with the prior
written consent of Davy (such consent not to be unreasonably withheld) may
agree, and the proceeds thereof, being not less than  € 165,000,000, having been received by the Bank of New York (in
its capacity as common depository) (such receipt to be evidenced by an oral
confirmation from the Bank of New York to Davy and the Company), and the
Company having received an original copy of the Barclays Instruction Letter
(duly executed by Barclays Bank plc) no later than the Business Day prior to
the Long Stop Date;


 


(o)           the Amended Existing Notes Purchase Agreement having been duly entered into by all the
parties thereto and not having been materially amended (without the prior
written consent of Davy) or terminated, and there being no grounds on which it
could be terminated, in each case immediately prior to the Escrow Closing Time
and all conditions to that agreement (save for any condition in regard to (i)
Admission, (ii) the payment of approximately €6.7 million from the net proceeds
of the Rights Issue to the Noteholders and (iii) the payment of approximately
€24.5 from the net proceeds of the Subordinated Bonds to the


 


10

















 


Noteholders) having been satisfied or having
been irrevocably waived by all of the Noteholders prior to the Escrow Closing
Time;


 


(p)           the Company, Davy and
the Bank of New York having duly
executed the Bank of New York Escrow Agreement prior to the Escrow Closing
Time; and


 


(q)           an irrevocable letter
of instruction or other written document, in a form satisfactory to Davy,
signed by the Company authorising the Bank of New York, in its capacity as common depository, to
release the gross proceeds of the Subordinated Bonds, upon receipt of those
proceeds, to the Bank of New York (in its capacity as escrow agent);


 


(r)            the New Rosenthal
Facility Agreement having been duly entered into by all the parties thereto and
not having been materially amended (without the prior written consent of Davy)
or terminated, and there being no grounds on which it could be terminated, in
each case immediately prior to
the Escrow Closing Time and all conditions to that agreement (save for any
condition in regard to (i) Admission, and (ii) the payment of approximately €5.0 from the net proceeds of the
Subordinated Bonds to the Lenders) having been satisfied or having been
irrevocably waived by the Lenders prior to the Escrow Closing Time


 


provided that any of the above conditions may be
waived in whole or in part by Davy in its absolute discretion by notice in
writing to the Company.


 


2.2           Fulfilment of Conditions


 


The Company undertakes to Davy to use its
reasonable endeavours, at the Company’s own expense, to fulfil or procure the
fulfilment of the Conditions by the times and dates specified therein and Davy
shall provide all reasonable assistance in connection therewith.  The Company undertakes to Davy that it
shall, from the proceeds of the Rights Issue, pay or procure the payment of
approximately €26.5 million to the Banks in order to satisfy one of the
conditions to the Amended Revolving Credit Facility and approximately €6.7
million to the Noteholders in order to satisfy one of the conditions to the
Amended Existing Notes Purchase Agreement.


 


2.3           Other information


 


The Company and the Executive Directors shall
deliver to Davy all such other information and documents as Davy may reasonably
require in connection with the fulfilment and observance of this Agreement and
the implementation of the Rights Issue.


 


2.4           Press release


 


The Company hereby authorises Davy to release the
Press Release to the press and the Irish Stock Exchange and the UKLA at 7.00am
on the Business Day after the Impact Day, or such later time as Davy and the
Company may agree.


 


11

















 


2.5           Non-fulfilment of Conditions


 


If any of the Conditions becomes incapable of
being satisfied (and is not waived by Davy) or if all the Conditions are not
fulfilled (or waived by Davy) on or before the time or date set for its
fulfilment (or such later time as Davy and the Company may agree pursuant to
Clause 2.1), then Davy’s obligations under this Agreement shall terminate
immediately; and


 


(a)           the Company shall
forthwith pay to Davy all costs, expenses and disbursements of the nature
referred to in Clause 9.2;


 


(b)           the Company shall
forthwith pay to Davy an abort fee of an amount equal to 1% of the Rights Issue
Amount;


 


(c)           if the date on which
Davy’s obligations terminate occurs on or after the 29th day of
Davy’s commitment under this Agreement, such commitment beginning from (and
including) the date of this Agreement, an additional commission calculated in
accordance with Clause 9.1(b) shall be payable by the Company to Davy; and


 


(d)           neither Davy, the
Executive Directors nor the Company shall have any claim whatsoever against the
other under or in respect of this Agreement except in respect of any breach of
the provisions of this Agreement which has occurred before then,


 


provided however that this Agreement shall
not be capable of termination as and from the date of the Escrow
Closing Time for any reason other than failure to satisfy the condition
relating to Admission.


 


3.             APPOINTMENT OF DAVY


 


3.1           Appointment


 


The Company irrevocably appoints Davy to act
as its agent for the purpose of procuring subscribers to subscribe for the
Rights Issue Units in accordance with the terms and conditions set out in the
Rights Issue Documents and this Agreement.


 


3.2           Powers and authorities


 


The Company hereby irrevocably and
unconditionally confirms that the foregoing authority confers on Davy all
powers, authorities and discretions which are necessary for, or reasonably
incidental to, the Rights Issue (including, without limitation, the giving of
such instructions to the Registrars as may in the reasonable opinion of Davy be
necessary or desirable in connection with the Rights Issue and/or the
Application) and hereby agrees to ratify and confirm everything which Davy
shall lawfully and properly do in the exercise of such appointment, powers,
authorities and discretions.


 


12

















 


4.             REGISTRATION AND APPLICATION


 


4.1           Delivery for registration


 


Prior to publication of the Listing
Particulars the Company shall procure that a copy of the Listing Particulars is
delivered to the Registrar of Companies in Ireland and in England and Wales for
registration pursuant to the Regulations and to the Financial Services and
Markets Act 2000 of the United Kingdom.


 


4.2           Significant change


 


The Company agrees that every significant
change, significant new matter or significant inaccuracy in the Listing
Particulars which arises or becomes apparent between the date the Listing
Particulars is registered and Admission shall be dealt with in accordance with
Article 23 of Council Directive 80/390EEC (the “Directive”) and, in particular, should the need arise and in
conjunction with Davy for the purpose of their obligations under this
Agreement, a supplementary prospectus will be published as required by the
Directive.  The Company undertakes to
bring to the attention of Davy any such matters as are referred to in this
Clause of which it has knowledge before Admission.


 


4.3           Application


 


The Company undertakes to Davy that it will
promptly make the Application to the Stock Exchanges and the UK Listing
Authority through Davy and that it will comply with all reasonable requirements
which the Stock Exchanges and the UK Listing Authority shall make of it so as
to enable the Application to be granted.


 


4.4           Information


 


The Company and each of the Executive
Directors (for so long as he remains a Director) undertake to provide all such
information and assistance relating to the Group or otherwise as may reasonably
be required by Davy for the purpose of complying with any requirement of law or
any requirement of the Irish Stock Exchange, the London Stock Exchange or the
UK Listing Authority in relation to the Application or the Rights Issue or its
associated transactions and documents and will do (or procure to be done) all
such things and execute (or procure to be executed) all such documents as may
be necessary or desirable in the reasonable opinion of Davy to be done or
executed by the Company or by its officers, employees or agents in connection
with the Rights Issue or Admission.


 


4.5           Application to CRESTCo


 


Prior to Admission the Company will, unless
Davy otherwise agrees:


 


(a)           apply to CRESTCo for
the Rights Issue Units to be admitted to CREST as participating securities; and


 


(b)           take all reasonable
steps necessary for the Rights Issue Units to become participating securities
in CREST immediately after Admission.


 


13

















 


5.             ALLOTMENT


 


5.1           Board meetings


 


(a)           The Company and
(insofar as it is within their power of procurement) the Executive Directors
shall procure that:


 


(i)            on or before the
execution of this Agreement the Directors (and the directors of Waterford
Wedgwood UK) shall convene and hold a meeting of the Board of Directors of the
Company (and of the board of directors of Waterford Wedgwood UK) for the
purpose of considering and passing the Board Resolutions; and


 


(ii)           no later than the
Escrow Closing Time, the Directors (and the directors of Waterford Wedgwood UK)
shall convene and hold a meeting of the Board of Directors of the Company and
of the board of directors of Waterford Wedgwood UK (or, in either case, a duly
appointed committee thereof) to approve the provisional allotment of the shares
comprised in the Rights Issue Units to Qualifying Stockholders by way of rights
nil paid at the Price, the entitlement of each Qualifying Stockholders being
rounded down to the nearest whole number.


 


(b)           The Company undertakes
to Davy not to give, or, so far as it is within its powers, permit to be given,
any direction to Davy or the Directors and not to take any action which is
inconsistent with its obligations or any of the powers or authorities conferred
by it under this Agreement and, in particular, not to create any adverse
interest over the Underwritten Stock Units to be allotted and issued by it
pursuant to this Agreement.


 


(c)           The Company undertakes
to Davy to procure that Waterford Wedgwood UK shall not give, or so far as it
is within its powers, permit to be given, any direction to Davy or the
directors of Waterford Wedgwood UK and not to take any action which is
inconsistent with its obligations or any of the powers or authorities conferred
by it under this Agreement, and, in particular, not to create any adverse
interest over the Underwritten Stock Units to be allotted and issued by it
pursuant to this Agreement.


 


5.2           Confirmation


 


The Company hereby confirms that the Rights
Issue Units will, as from the date when they are issued and are fully paid up,
rank pari passu in all respects with the Stock Units then in issue, and in
particular will rank in full for all dividends and other distributions declared
made and paid on the Stock Units after the date of their issue.


 


5.3           Overseas Stockholders


 


The following arrangements will apply to
certain entitlements under the Rights Issue of overseas Stockholders:-


 


(a)           The Rights Issue Units
have not been, and will not be, registered under the United States Securities
Act 1933 (as amended) (the “US Securities
Act”) or


 


14

















 


relevant securities legislation in Canada,
Australia or Japan.  Accordingly,
Qualifying Stockholders who have registered addresses in Canada, Australia,
Japan or the United States or their respective territories or possessions or
any areas subject to their respective jurisdictions (“Excluded Holders”) will not be sent a PAL unless they have
satisfied the Company prior to the PALs being posted that they may take up
their entitlement to Rights Issue Units in accordance with an applicable
exemption from local securities law.


 


(b)           Qualifying Stockholders
(not being Excluded Holders) with registered addresses in territories other
than Ireland and the UK may be dealt with in a manner similar to the provisions
of sub-Clause 5.3(a).


 


(c)           Davy acknowledges that
the Rights Issue Units have not been and will not be registered under the US
Securities Act and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons except in accordance with
Regulation S under the US Securities Act or pursuant to an exemption from the
registration requirements of the US Securities Act.  Davy agrees that it will not offer or sell the Rights Issue
Units  as part of their initial
allotment at any time or otherwise until 40 days after the commencement of the
Rights Issue within the United States or to or for the account or benefit of
U.S. persons, except in either case in accordance with Regulation S under the
US Securities Act.  Accordingly, neither
Davy nor any person acting on its behalf have engaged or will engage in any
directed selling effort in the United States with respect to the Rights Issue
Units.  Davy will send to each
broker/dealer or sub-underwriter to which it sells in reliance on Regulation S
during such 40 day period a confirmation or other notice detailing the
restrictions on offers and sales of such securities within the United States,
or to or for the account or benefit of U.S. persons.  In addition, Davy agrees that no such securities will be offered
or sold by or on behalf of it or any sub-underwriter in the United States
except by a broker/dealer registered under the Exchange Act 1934 of the United
States or pursuant to a valid exemption from such requirements under the
Exchange Act.  Terms used in this
paragraph have the meaning given to them by Regulation S.


 


(d)           Davy acknowledges that
each Qualifying Stockholder who is in the United States and who wishes to
exercise a right to purchase Rights Issue Units will be required to execute a
representation letter in the form acceptable to the Company.  Such representation letter will require the
investor to represent that, among other things, it is a “qualified
institutional buyer” (as defined in Rule 144A under the US Securities Act) and
is acquiring such securities in a transaction not involving a public offering
in the United States.


 


6.             DAVY OBLIGATIONS


 


6.1           Fractions


 


Fractions of Rights Issue Units (“fractional entitlements”) will not be
provisionally allotted to Qualifying Stockholders but will be aggregated,
provisionally allotted to Davy and sold in accordance with the provisions of
Clause 6.2.


 


15

















 


6.2           Subscription for fractional entitlements


 


(a)           The Company shall
inform Davy of the number of Underwritten Stock Units provisionally allotted to
Davy, representing the aggregate of fractional entitlements.  Davy shall use its reasonable endeavours to
procure that the rights to subscribe all or as many as is reasonably
practicable of such Underwritten Stock Units are sold through the Stock
Exchanges nil paid at a premium over the expenses of sale (including any VAT
thereon) as soon as practicable but no later than by 9.30 am on the Closing
Date.  Immediately after such sale takes
place, the Company shall deliver to Davy nil paid split provisional allotment
letters in the names and denominations required by Davy.  Davy shall account to the Receiving Agent
for the net proceeds of sale (after deduction of expenses, including any VAT
thereon) of those Underwritten Stock Units that have been sold and the net
proceeds shall be paid to and retained for the benefit of the Company.


 


(b)           If the rights to
subscribe the Underwritten Stock Units referred to in Clause 6.2 have not been
sold before 9.30 am on the Closing Date, they will be dealt with in accordance
with the remaining provisions of this Clause 6.


 


6.3           Take up in full


 


If by 9.30 am on the Closing Date (or
otherwise as provided in the Listing Particulars) PALs in respect of all the
Underwritten Stock Units have been lodged for acceptance (whether by Qualifying
Stockholders or by renouncees of the right to accept an allotment of
Underwritten Stock Units) in accordance with the terms of the Rights Issue
Documents, accompanied by cheques or other remittances for the Price (provided
that such cheques or other remittances have not been dishonoured by such time),
Davy’s obligations under the following Clauses of this Section 6 shall
cease.  The Underwritten Stock Units
comprised in PALs which have been so lodged and accompanied by cheques or other
remittances for the full Price (provided that such cheques or other remittances
have not been dishonoured by such time) are for the purposes of this Clause 6
described as having been “taken up”,
provided that, if the Company so elects, Underwritten Stock Units shall be
deemed to have been taken up by 9.30 am on the Closing Date if:


 


(a)           PALs and accompanying
remittances are received late (the cover bearing a legible postmark dated not
later than 9.30 am on the Closing Date); or


 


(b)           a cheque or other remittance
(and whether or not such cheque or other remittance shall be honoured) is
received from an authorised person (being, in the case of Stockholders in
Ireland, an organisation or firm authorised or exempted pursuant to the
Investment Intermediaries Act 1995 or the Stock Exchange Act 1995 and being, in
the case of Stockholders in the United Kingdom, an adviser authorised pursuant
to the Financial Services and Markets Act 2000 of the United Kingdom) no later
than 9.30 am on the Closing Date who identifies the Underwritten Stock Units
concerned and undertakes to lodge the relevant PALs duly completed in due
course.


 


16

















 


6.4           Notification to Davy


 


The Company shall from time to time at the
request of Davy keep Davy informed of the amount of Underwritten Stock Units
provisionally allotted which have been taken up. If, however, by 9.30 am on the
Closing Date, any of the Underwritten Stock Units have not been taken up, the
provisional allotment of such Underwritten Stock Units will be deemed to have
been declined. The Company will then, as soon as possible but in any event not
later than 4 pm on the next Business Day following the Closing Date, procure
that Davy are notified in writing of the number of Underwritten Stock Units not
taken up.


 


6.5           Notification to Stock Exchanges


 


Davy and the Company shall consult as to
whether the Stock Exchanges should be notified of the number of Underwritten
Stock Units not taken up before Davy begins to procure subscribers for any
Underwritten Stock Units not taken up pursuant to Clause 6.6.


 


6.6           Davy to procure subscribers


 


Davy will, as agent for the Company, subject
to the provisions of Clauses 6.4 and 6.5, use its reasonable endeavours to
procure subscribers as soon as possible and in any event by not later than 3 pm
on the fifth Business Day following the Closing Date for all or as many as is
reasonably practicable of the Underwritten Stock Units (but not the Stock Units
which are provisionally allotted to the O’Reilly/Goulandris Interests) not
taken up if a premium over the aggregate of the Price and the expenses of
procuring such subscribers (including any VAT thereon), can be obtained,
provided that Davy may at any time after 4 pm on the Business Day following the
Closing Date determine  that it shall no
longer use its reasonable endeavours to procure subscribers, if, in its
opinion, it is unlikely that any such subscribers can be procured as aforesaid,
in which case it will promptly consult with the Company in relation to the
basis for such determination.  In the
case of Stock Units provisionally allotted to the O’Reilly/Goulandris
Interests, Davy may deal with those Stock Units pursuant to this Clause 6.6,
but shall have no obligation so to do.


 


6.7           Allotment to subscribers


 


Forthwith upon Davy notifying the Company
that any subscriber has been procured pursuant to Clause 6.6, the Company will
allot the Underwritten Stock Units for which subscribers have been procured to
the persons and in the denominations required by Davy and will deliver or
procure the delivery to Davy of duly receipted fully paid allotment letters in
respect of those Underwritten Stock Units. 
Davy will, not later than 3 pm on the sixth Business Day following the
Closing Date, account to the Company for the proceeds received from subscribers
(after deduction of the expenses of procuring subscriptions, including any VAT
thereon).  The Company will distribute
the relevant part of the proceeds (after deduction of the Price and of the
expenses of procuring subscriptions, including any VAT thereon) pro rata to
Qualifying Stockholders who did not take up all the Underwritten Stock Units
provisionally allotted to them, except that individual amounts of less
than  €3.80 per holding will not
be distributed but will be retained for the benefit of the Company.


 


17

















 


6.8           Notification to the Stock Exchanges


 


Davy will, with the prior agreement of the
Company, on behalf of the Company, notify the Stock Exchanges by not later than
4.30 pm on the fifth Business Day following the Closing Date of the amount of
Underwritten Stock Units taken up and either that Davy has procured subscribers
under Clause 6.6 for all the Underwritten Stock Units which have not been taken
up (in which case the announcement must include the date the subscribers were
procured and the price paid to subscribe the Stock Units) or that all such
Underwritten Stock Units will be taken up by Davy, such subscribers and the
sub-underwriters, or any of them (as the case may be).


 


6.9           Underwriting


 


Davy hereby undertakes on the terms, subject
to the conditions and on the basis of the information contained in the Rights
Issue Documents (except as regard the time for acceptance and payment) and in
reliance upon the Warranties to procure, as agent for the Company, subscribers
for the Underwritten Stock Units not taken up by Qualifying Stockholders
(including overseas Stockholders as referred to in Clause 5.3 above) or by
renouncees of the right to accept an allotment of Underwritten Stock Units and
not subscribed pursuant to the foregoing provisions of this Clause 6 and, in
default, to subscribe for such Underwritten Stock Units itself and, not later
than 3 pm on the sixth Business Day following the Closing Date, to procure
payment of, or pay to such accounts as may be specified by the Company, the
Price for such Underwritten Stock Units against delivery to Davy or its
nominees (as it may request) of duly receipted fully paid PALs in such names
and in such denominations as Davy may require.


 


6.10         Admission


 


Davy shall use its reasonable endeavours to
procure that Admission occurs on the first Business Day after the Impact Day
and in any event (but on a reasonable endeavours basis only) not later than the
Long Stop Date.


 


7.             PAYMENT


 


7.1           Payment of subscription monies


 


Subject to Clause 8.1, Davy shall procure the
payment for the Underwritten Stock Units as set out in Clauses 6.2, 6.7 and
6.9, subject to deduction of:


 


(a)           the commissions payable by the Company
pursuant to Clause 9.1;


 


(b)           the expenses of sale referred to in Clauses
6.2 and 6.7;


 


(c)           any fees payable to Davy Corporate Finance
Limited under the Engagement Letter; and


 


(d)           any expenses referred to in Clause 9.2.


 


18

















 


7.2           Bank account


 


Payment for the Rights Issue Units (subject
to the deductions referred to in Clause 7.1) by telegraphic transfer to the
account notified in writing to Davy by the Company prior to the Closing Date
shall be a full discharge of Davy in respect of its obligations pursuant to
Clause 7.1.


 


8.             SETTLEMENT


 


8.1           Settlement


 


Upon Admission fully paid, the Company will
deliver to Davy, or as it may direct, the duly receipted fully paid PALs in
such names and denominations as Davy shall specify in respect of the
Underwritten Stock Units referred to in Clause 6.9 and/or, to the extent so
directed by Davy, procure that CRESTCo is instructed to credit to stock
accounts of one or more CREST members (identified by member account ID and
participant ID by Davy) entitlements to Underwritten Stock Units as directed by
Davy, and ensure that the same are enabled for settlement as soon as
practicable after Admission fully paid. 
Subject to the Company delivering such duly receipted fully paid PALs
and/or taking such other steps as aforesaid, Davy will pay or cause to be paid
to the Company in accordance with Clause 7.1 the amounts specified in that
Clause.


 


8.2           Registration


 


The Company will provide the Registrars with
all necessary authorisations and information to enable them to perform their
duties as registrars in accordance with and as contemplated by this Agreement
and the terms of the Rights Issue Documents.


 


9.             FEES, COMMISSIONS AND EXPENSES


 


9.1           Fees


 


In consideration of Davy’s covenants and
obligations under this Agreement and Davy’s services in connection with the
Rights Issue and the Application, the Company will pay to Davy a commission of:


 


(a)           2.25% of the Rights
Issue Amount (out of which Davy will discharge the sub-underwriting commission
commitments undertaken by it) for the first 28 days of Davy’s commitment under
this Agreement, beginning from (and including) the date of this Agreement; and


 


(b)           an additional
commission of 0.125% for each seven days or part of seven days (if any) after
the first 28 days of Davy’s commitment under this Agreement from and including
the 29th day of Davy’s commitment under this Agreement up to and
including the date on which the obligations of Davy under this Agreement cease
(both dates inclusive).


 


Payments under this Clause 9 are to be made
in accordance with the deductions permitted by Clause 7.1 or, to the extent
that there is no such deduction, on demand by Davy.


 


19

















 


9.2           Costs


 


Provided that Davy has consulted with the
Company prior to the appointment of any professional adviser whose fees are to
be discharged by the Company and provided that the Company has received an
estimate of the fees, costs and expenses to be paid for such appointment prior
to the date hereof, the Company will bear all costs, charges and expenses of,
or incidental to, the satisfaction of the Conditions, the Rights Issue, the
issue of the Rights Issue Units and the arrangements referred to in this
Agreement or contemplated by this Agreement (together with any VAT chargeable
thereon), including, without limitation, all fees and expenses payable in
connection with Admission, the Engagement Letter, all expenses of the
Registrars, printing and advertising expenses, postage and all reasonable accountancy,
actuarial and other professional fees and expenses, including Davy’s legal
adviser’s fees.  The Company shall,
without prejudice to Clause 7.1, upon receipt from Davy of invoices and/or
vouchers in respect of the same, reimburse to Davy the amount of any such
costs, charges and expenses which Davy may have paid.


 


9.3           VAT


 


Where, pursuant to Clauses 2.5, 9.1 or 9.2 a
sum is payable to Davy the Company shall, in addition, pay to Davy in respect
of VAT, where the payment (or any part of it) constitutes the consideration (or
any part thereof) for any supply of services by Davy to the Company, such
amount as equals any VAT properly payable thereon.  Where a sum in respect of VAT is paid pursuant to this Clause
9.3, Davy shall within 10 Business Days provide the Company with an appropriate
and valid tax invoice in respect of the supply to which the payment relates,
naming the Company as the recipient of the supply.


 


10.           WARRANTIES AND UNDERTAKINGS


 


10.1         Warranties


 


The Company warrants to Davy that each statement
set out in the Fourth Schedule is true, accurate and not misleading as at
the date of this Agreement, and warrants that each such statement, if repeated
at such time, will be true, accurate and not misleading as of the time
immediately prior to the Escrow Closing Time.


 


10.2         Indemnity


 


The Company will indemnify and hold Davy
harmless against any losses, claims, damages, costs, expenses or liabilities
arising out of breach by it of any of the Warranties given by it in terms of
this Clause 10.


 


10.3         Executive Directors’ undertakings


 


Each Executive Director severally undertakes
to Davy that (except to the extent necessary to give effect to this Agreement)
he will not, and will procure (so far as lies within his power of procurement)
that no Group Company will, do, allow or procure any act or omission before the
Escrow Closing Time which would constitute a breach of any Warranty or cause
any Warranty to become untrue, inaccurate or misleading in


 


20

















 


any respect by reference to the facts then
existing if the Warranties were repeated at any time before the Escrow Closing
Time.


 


10.4         Warranties not extinguished by Completion


 


Subject to the provisions of this Clause 10,
the Warranties shall not in any respect be extinguished or affected by the
completion of all matters and arrangements contemplated by this Agreement.


 


10.5         Notice of breach


 


The Company and each Executive Director
severally undertakes to Davy to notify Davy immediately if it/he becomes aware
of any matter which constitutes a breach of any Warranty or which would
constitute a breach of any Warranty or cause any Warranty to become untrue,
inaccurate or misleading by reference to the facts then existing if repeated at
any time before the Escrow Closing Time.


 


10.6         Consultation


 


If before the Escrow Closing Time Davy
receives a notice pursuant to Clause 10.5 or otherwise become aware of any
Warranty being untrue, inaccurate or misleading by reference to the facts then
existing or of any circumstance which would cause any Warranty, if repeated at
such time, to become untrue, inaccurate or misleading by reference to the facts
then existing, Davy (without prejudice to its right to terminate this Agreement
pursuant to Clause 12) shall consult with the Board and may require the Company
at its own expense to make or cause to be made an announcement and/or despatch
a communication to potential subscribers for the Rights Issue Units, such
announcement or communication to be approved by Davy after consultation with
the Board.


 


10.7         Limitations


 


Except in the case of fraud, wilful
misrepresentation, deliberate concealment or gross negligence:


 


(a)           no claim may be made
against the Company for breach of Warranty under this Agreement, or against an
Executive Director for breach of the undertakings contained in Clause 10.3
unless written notice that such claim may be made (giving reasonable details of
the circumstances giving rise to the claim) has been given to the Company or
the Executive Director (as the case may be) on or before 30 November 2005;


 


(b)           the maximum liability
of the Company in respect of claims for breach of Warranty under this Agreement
and against all of the Executive Directors for breach of the undertakings
contained in Clause 10.3 shall not exceed an amount equal to the Rights Issue
Amount; and


 


(c)           no claim may be made
against the Company for breach of Warranty under this Agreement or against an
Executive Director for breach of the undertakings contained in Clause 10.3
unless the aggregate amount of all such claims


 


21

















 


exceeds €50,000, in aggregate, in which case the full amount of
all claims shall become payable.


 


10.8         Grossing-up


 


If
the Revenue Commissioners or any other taxing authority brings into charge to
tax any sum payable under the Warranties or indemnities contained in this
Agreement then the amount so payable shall be grossed up by such amount as will
ensure that, after deduction of the tax so chargeable, there shall remain a sum
equal to the amount that would otherwise be payable under such Warranty or
indemnity.


 


10.9         Acknowledgement


 


The
Company acknowledges that Davy has entered into this Agreement in reliance
upon, inter alia, the Warranties and the release and indemnity contained in
Clause 11.


 


10.10       Action materially affecting Rights Issue


 


The
Company will not, and will procure that none of the Subsidiary Undertakings
will, between the date hereof and the Closing Date, enter into any agreement,
commitment or arrangement which is material in the context of the business or
affairs of the Group (taken as a whole) or which would, or would be likely to,
materially and adversely affect the Rights Issue other than:


 


(a)           the Amended Revolving Credit Facility Agreement;


 


(b)           the Amended Existing Notes Purchase Agreement;


 


(c)           the related intercreditor agreement;


 


(d)           the underwriting agreement relating to the Subordinated Bonds;


 


(e)           the related indenture;


 


(f)            the New Rosenthal Facility Agreement; and


 


(g)           (all other agreements reasonably required to
give full effect to the agreements listed in sub-clauses (a) to (f) above.


 


11.           RELEASE AND INDEMNITY


 


11.1         Release


 


Neither the Company nor any of the Executive
Directors shall make or assert a claim against Davy or any Davy Relevant Person
to recover, and neither Davy nor any Davy Relevant Person shall have any
liability to the Company or the Directors for, any loss, liability or cost
incurred by any of them arising:


 


(a)           out of the performance
by Davy or any Davy Relevant Person of Davy’s obligations under this Agreement;
or


 


22

















 


(b)           in connection with the
performance by Davy or any Davy Relevant Person of any matter incidental to or
related to the Rights Issue;


 


unless, and to the extent that, any such
loss, liability or cost arises directly from the negligence, breach of this
Agreement, bad faith, wilful default, recklessness or fraud of Davy or any Davy
Relevant Person.  The Company will
procure that no other Director or Group Company will make or assert such claim
or seek to establish such liability.


 


11.2         Indemnity


 


The Company will indemnify and hold Davy and
all Davy Relevant Persons harmless against any losses, claims, damages,
liabilities  incurred or suffered by
Davy or any Davy Relevant Person arising:


 


(a)           out of or in connection
with the performance by Davy or any Davy Relevant Person of Davy’s obligations
under this Agreement; or


 


(b)           in connection with the
Rights Issue and the preparation and publication of the Rights Issue Documents,
including, without limitation:


 


(i)            the Listing
Particulars not containing or being alleged not to contain all the information
required to be stated therein; or


 


(ii)           any statement contained
in the Listing Particulars not being or being alleged not to be complete, true,
accurate, fair or reasonable or being alleged to be misleading; or


 


(c)           out of any breach or
alleged breach of the laws or regulations of any country resulting from the
issue, offer or underwriting of the Rights Issue or the publication or
distribution of the Rights Issue Documents or the performance of the terms of
this Agreement; or


 


(d)           out of the Company
failing to comply with any of the requirements imposed upon it by the Irish
Stock Exchange, the London Stock Exchange or the UK Listing Authority in
connection with the Rights Issue,


 


including, without limitation, all losses,
claims, damages, liabilities and costs incurred as a result of investigating,
defending or settling any actual or potential claim, action or proceeding
alleging any such liability and enforcing the terms of this Clause, unless and
to the extent that any of them arises from the negligence, breach of this
Agreement, bad faith, wilful default, recklessness or fraud of Davy or any Davy
Relevant Person.


 


11.3         Acknowledgement


 


The Company and the Executive Directors
hereby acknowledge that Davy shall not be responsible to the Company or the
Directors for verifying the accuracy and fairness of any information contained
in the Rights Issue Documents or otherwise published by the Company in
connection with the transactions described in the Listing Particulars,


 


23

















 


save for those
matters being verified by Davy as specifically provided in the Verification
Notes.


 


11.4         Indemnity additional


 


The Company agrees with Davy for its benefit
and as trustee for all Davy Relevant Persons that the indemnity obligations of
the Company under Clause 11.2 shall be in addition to any liability which the
Company may otherwise have to Davy and any Davy Relevant Persons (as the case
may be) and shall be binding upon and inure to the benefit of any successors,
heirs and personal representatives of the Company, Davy and all Davy Relevant
Persons.


 


11.5         Notice of claims


 


Davy shall, as soon as reasonably practicable
after it becomes aware of any claims made or threatened against it or any Davy
Relevant Persons which may occasion a liability on the Company under Clause 11,
notify the Company in writing of any such claims and Davy shall, at the request
of the Company, use all reasonable endeavours to avoid, dispute, resist
,appeal, compromise or defend any claim (unless in the reasonable opinion of
Davy after consultation with the Company, the reputation or standing of Davy
would thereby be affected adversely to a material extent, in which case Davy
shall be at liberty to settle the claim) upon being fully indemnified and
secured by the Company against all costs, damages and expenses thereby
incurred, in which event Davy shall not make, and shall procure that no Davy
Relevant Persons make any admission as to liability or any compromise in respect
of any such claim without the prior written consent of the Company, such
consent not to be unreasonably withheld or delayed.


 


11.6         Other remedies


 


The Company accepts that all remedies
available to Davy in this Agreement shall be available (to the extent so agreed
by Davy with them) to all sub-underwriters and that, in addition to any remedy
or right of action available to it under this Agreement, Davy and any
sub-underwriter shall be entitled ( as subscribers or purchasers of the Rights
Issue Units), to the extent that Davy and any sub-underwriter has subscribed
for or purchased Rights Issue Units, to the same remedies and rights of action
against the Company and to the same extent as any person may have acquiring any
Rights Issue Units on the basis of the Rights Issue Documents.


 


12.           TERMINATION


 


12.1         Termination


 


If at or at any time before the Escrow
Closing Time:


 


(a)           it shall come to the
notice of Davy that any Warranty was not, when given, true, accurate and not
misleading in any respect and as a result could be expected to have a material
adverse effect on the Rights Issue by reference to the facts existing at the
time the Warranty was given;


 


24

















 


(b)           a matter has arisen
after the date of this Agreement which would have rendered any Warranty, if
repeated at that time, to be untrue, inaccurate or misleading by reference to
the facts then existing in any respect and as a result could be expected to
have a material adverse effect on the Rights Issue;


 


(c)           the Company or any of
the Executive Directors has failed to comply in any respect, which would have a
material adverse effect on the Rights Issue, with any of their respective
obligations under this Agreement or otherwise relating to the Rights Issue; or


 


(d)           circumstances arise
whereby a supplementary prospectus (in relation to matter(s) which would have a
material adverse effect on the Rights Issue) would, in the reasonable opinion
of Davy, be required to be published by the Company pursuant to the Regulations;
or


 


(e)           a material adverse change occurs with
respect to the Group;


 


then Davy may, after consultation with the
Company, in its absolute discretion by notice in writing to the Company,
terminate this Agreement.


 


12.2         Force majeure


 


If on or at any time before the Escrow
Closing Time, there shall have occurred any change in national or international
financial, monetary, military, economic or political or stock market conditions
which, in the reasonable opinion of Davy arrived at in good faith would, or
would be likely to, be materially prejudicial to the Company, any other member
of the Group or to the Application or the offering constituted by the Rights
Issue or to the acquisition of the Rights Issue Units by persons pursuant
thereto, then Davy may, in its absolute discretion, by notice in writing to the
Company, terminate this Agreement.


 


12.3         Effect of termination


 


(a)           If this Agreement is
terminated under Clauses 12.1 or 12.2, the provisions of Clause 2.5 shall apply
as if the Conditions had not been fulfilled.


 


(b)           For the avoidance of
doubt the indemnities and warranties in this Agreement (including those in
Clauses 10 and 11) shall continue to apply notwithstanding termination of this
Agreement and shall not be limited by any other provisions of this Agreement.


 


12.4         Press Announcement


 


If any notice is given by Davy to the Company
pursuant to Clause 12.1 or Clause 12.2, Davy shall, on behalf of the Company,
withdraw any application to the Irish Stock Exchange, the UK Listing Authority
and to the London Stock Exchange for Admission and, if requested in writing by
Davy, the Company shall make a press announcement in a form reasonably required
by Davy.


 


25

















 


13.           CONTINUING OBLIGATIONS


 


13.1         Company undertakings


 


The Company undertakes to Davy that it will:


 


(a)           apply the sums received
by it pursuant to the Rights Issue for the purposes described in the Listing
Particulars; and


 


(b)           for the period from the
date of this Agreement to 31 July 2004, not issue securities, or re-issue
any treasury shares, without prior consultation with and the consent of Davy,
save on exercise of any options under the Company’s four share option schemes.


 


13.2         Executive Directors’ undertakings


 


(a)           The Company hereby
undertakes (so far as lawful and where relevant in the context) to Davy, and
each of the Executive Directors severally undertakes to Davy that while he
remains a Director he will use reasonable endeavours to procure, that so long
as Davy remains as the Company’s Irish sponsor and the Company remains listed
on the Irish Stock Exchange and the UK Listing Authority, the Company will at
all times comply with its continuing obligations under the Listing Rules.


 


(b)           Each Executive Director
hereby severally undertakes to Davy that he will not dispose of any Stock Units
in which he has an interest (as set out in the Listing Particulars) for the
period of three months from the Impact Day and will procure, so far as is
within his power of procurement, that the holder of such Stock Units does not
so dispose of any Stock Unit, save with the consent of Davy.


 


13.3         Change of Director


 


The Company shall immediately inform Davy if,
at any time before 31 July 2004, any person is appointed, or ceases to be,
a director of the Company or there is any proposal that this shall happen.


 


13.4         Compliance by Group Companies


 


The Company undertakes to Davy to ensure that
the Subsidiary Undertakings comply with those provisions of this Agreement
which are applicable to them.


 


14.           ANNOUNCEMENTS AND INFORMATION


 


14.1         No publication


 


Until the Closing Date each of the Company
and the Executive Directors severally undertakes to Davy not to make any public
statement (in response to enquiries or otherwise) or publish any document or
information which relates to the Rights Issue or which relates to any member of
the Group unless:


 


(a)           it is a normal trade announcement or
document, or


 


26

















 


(b)           the statement, document
or information is required by law or the Irish Stock Exchange or the UK Listing
Authority to be made or published,


 


provided such party has first obtained the
prior consent of Davy as to the content, timing and manner of the making or
publication of the announcement, statement, document or information, such
consent not to be unreasonably withheld or delayed.


 


14.2         Consultation with Davy


 


The Company undertakes to Davy that, while
Davy remains as the Company’s sponsor and the Company remains listed on the
Irish Stock Exchange and the UK Listing Authority, it will as early as
practicable consult with Davy in advance (and procure that the relevant member
of the Group will consult with Davy in advance) concerning any public statement
or document or information which relates to the results, dividends or prospects
of any member of the Group or to any acquisition, disposal, reorganisation,
take-over, management development or any other significant matter (similar or
not to the foregoing) which any member of the Group proposes to make or
publish.


 


14.3         References to public statement


 


In Clauses 14.1 and 14.2 references to making
a public statement or publishing a document or information include authorising
or permitting another person to do so.


 


14.4         Release of statement


 


The parties undertake to each other to use
all their reasonable endeavours to ensure that any public statement or document
or information which any member of the Group proposes to make or publish and
which requires to be released to the Irish Stock Exchange or the London Stock
Exchange shall be released, where practicable, simultaneously on the Irish
Stock Exchange and the London Stock Exchange or, where not so practicable, on
the same day.


 


14.5         Client confidentiality


 


The parties agree that where any information,
which is required by law or by any regulatory authority to be disclosed, is
disclosed by Davy to the Stock Exchanges or the UKLA or the Irish Takeover
Panel in relation to the Group or the Rights Issue such disclosure shall not be
a breach of client confidentiality.


 


14.6         Disclosure required by law


 


Davy hereby undertake that, where it is
required by law or any regulatory body to disclose any information in relation
to the Group or the Rights Issue to any statutory or regulatory authority, it
will immediately after making the required disclosure provide the Company with
details of the information disclosed.


 


27

















 


15.           GENERAL


 


15.1         Waiver


 


No waiver by any party hereto of any breach
or non-fulfilment by any other party of any provision of this Agreement shall
be deemed to be a waiver of any subsequent or other breach of that or any other
provision hereof and no failure to exercise or delay in exercising any right or
remedy under this Agreement shall constitute a waiver thereof.  No single or partial exercise of any right
or remedy under this Agreement shall preclude or restrict the further exercise
of any such right or remedy.  The rights
and remedies of the parties provided in this Agreement are cumulative and not
exclusive of any rights and remedies provided by law.


 


15.2         Agreement remains in force


 


This Agreement shall remain in full force and
effect so far as concerns any matter remaining to be performed at Completion
and notwithstanding that Completion shall have taken place.


 


15.3         Warranties continuing


 


Subject to the provisions of Clauses 10 and
11, the warranties, indemnities, undertakings, agreements and provisions
contained in this Agreement shall remain in full force and effect and
notwithstanding Completion.


 


15.4         Severance


 


The invalidity illegality or unenforceability
of any provision of this Agreement shall not affect the continuation in force
of the remainder of this Agreement.


 


15.5         Time of the Essence


 


Dates, times or periods referred to in this
Agreement shall not be of the essence except for the Escrow Closing Time in
respect of which the time and date shall be of the essence and the extent to
which the parties agree in writing to vary the Escrow Closing Time shall be of
the essence.


 


15.6         Variations


 


No variation of this Agreement or any of the
documents in the agreed form shall be valid unless it is in writing and signed
by or on behalf of each of the parties hereto.


 


15.7         Counterparts


 


This Agreement may be executed in any number
of counterparts each of which when executed by one or more of the parties
hereto shall constitute an original but all of which shall constitute one and
the same instrument.


 


28

















 


15.8         Entire agreement


 


This Agreement and any documents referred to herein
in the agreed form constitute the entire agreement between the parties with
respect to the subject matter of this Agreement.


 


15.9         Notices


 


Any notice to be given pursuant to the terms
of this Agreement must be given in writing to the party due to receive such
notice at (in the case of a company) its registered office from time to time or
(in the case of an individual) his address set out in this Agreement or such
other address as may have been notified for the purpose to the other parties in
accordance with this Clause.  Notice
shall be sent by pre-paid recorded delivery or pre-paid registered post (air
mail if overseas) or by facsimile transmission and shall be deemed to be given
in the case of posting (in the absence of evidence of earlier receipt) within
forty eight hours after posting or six days if sent by air mail and in the case
of facsimile transmission on completion of the transmission if such
transmission is received prior to 5.00 pm on a Business Day, or if received at
any other time on the next Business Day provided that a confirmation copy is
sent on that date by pre-paid post as aforesaid.


 


15.10       Governing law and jurisdiction


 


(a)           This Agreement is governed by Irish law.


 


(b)           Each party irrevocably
agrees that the Irish courts shall have non-exclusive jurisdiction to hear and
determine any suit, action or proceedings, and to settle any disputes, which
may arise out of or in connection with this Agreement (respectively, “Proceedings” and “Disputes”) and, for such purposes,
irrevocably submits to the jurisdiction of the Irish courts.  Each party irrevocably waives any objection
which it might at any time have to the Irish courts being nominated as the
forum to hear and determine any Proceedings and to settle any Disputes and
agrees not to claim that the Irish courts are not a convenient or appropriate
forum.  Each party agrees that the
process by which any Proceedings are begun in Ireland or elsewhere may be
served on it by being posted in accordance with Clause 15.9, although this
shall not affect the right to serve process in any other manner permitted by
law.


 


IN WITNESS whereof
this Agreement has been entered into the day and year first herein written.


 


29

















 


FIRST SCHEDULE


 


EXECUTIVE
DIRECTORS


 


	
  Name

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
  Sir Anthony O’Reilly

  	
   

  	
  c/o 1-2 Upper Hatch Street, Dublin 2,
  Ireland

  
	
   

  	
   

  	
   

  
	
  Peter John Goulandris

  	
   

  	
  c/o 1-2 Upper Hatch Street, Dublin 2,
  Ireland

  
	
   

  	
   

  	
   

  
	
  Richard Barnes

  	
   

  	
  c/o 1-2 Upper Hatch Street, Dublin 2,
  Ireland

  
	
   

  	
   

  	
   

  
	
  P.Redmond O’Donoghue

  	
   

  	
  c/o 1-2 Upper Hatch Street, Dublin 2,
  Ireland

  
	
   

  	
   

  	
   

  
	
  Ottmar C.Kűsel

  	
   

  	
  c/o 1-2 Upper Hatch Street, Dublin 2,
  Ireland

  
	
   

  	
   

  	
   

  
	
  Christopher J.McGillivary

  	
   

  	
  c/o 1-2 Upper Hatch Street, Dublin 2,
  Ireland

  
	
   

  	
   

  	
   

  
	
  John Foley

  	
   

  	
  c/o 1-2 Upper Hatch Street, Dublin 2,
  Ireland

  
	
   

  	
   

  	
   

  
	
  Peter B. Cameron

  	
   

  	
  c/o 1-2 Upper Hatch Street, Dublin 2, Ireland

  
	
   

  	
   

  	
   

  
	
  Tony O’Reilly Jnr

  	
   

  	
  c/o 1-2 Upper Hatch Street, Dublin 2,
  Ireland

  
	
   

  	
   

  	
   

  
	
  Lord Wedgwood

  	
   

  	
  c/o 1-2 Upper Hatch Street, Dublin 2,
  Ireland

  



 


30

















 


SECOND SCHEDULE


 


MATERIAL
SUBSIDIARY UNDERTAKINGS


 


Name


 


Waterford Crystal (Manufacturing) Ltd


 


Josiah Wedgwood & Sons Ltd


 


Rosenthal AG


 


All-clad Metalcrafters LLC


 


Waterford Crystal Ltd


 


Stuart & Sons Ltd.


 


Waterford Wedgwood Australia Ltd


 


Waterford Wedgwood Canada Inc.


 


Waterford Wedgwood USA Inc.


 


Waterford Wedgwood Japan Ltd


 


Waterford Wedgwood Retail Ltd


 


Josiah Wedgwood & Sons (Exports) Ltd


 


Josiah Wedgwood (Malaysia)


 


Waterford Wedgwood Trading Singapore Pte. Ltd


 


Waterford Wedgwood (Taiwan) Ltd


 


Wedgwood GmbH


 


W/C Imports Inc.


 


All-Clad Switzerland GmbH


 


Spring USA Corporation


 


Cashs Mail Order Limited


 


Statum Limited


 


Waterford Wedgwood U.K. plc


 


Wedgwood Ltd


 


Waterford Wedgwood Inc.


 


Waterford Glass Research and Development Ltd


 


Waterford Wedgwood Employee Share Ownership Plan (Jersey) Ltd


 


31

















 


Waterford Wedgwood GmbH


 


All-clad Holdings Inc.


 


Waterford Wedgwood Linens Inc.


 


Ashling Corporation


 


32

















 


THIRD SCHEDULE


 


PART
I


 


DELIVERY
OF DOCUMENTS AT EXECUTION


 


1.             Amended
Existing Notes Purchase Commitment Letter.


 


2.             Amended
Revolving Credit Facility Commitment Letter.


 


3.             New
Rosenthal Facility Commitment Letter.


 


4.             Underwriters proof of
the Listing Particulars, duly signed and dated by each of the Directors and the
directors of Waterford Wedgwood UK or by his agent duly authorised in writing.


 


5.             Draft Verification
Notes.


 


6.             Two copies of the
Board Resolutions, certified by the Secretary of the Company or the Secretary
of Waterford Wedgwood UK, as appropriate, as having been duly passed.


 


7.             The Working Capital
Estimates.


 


8.             A copy (certified as
aforesaid) of a duly executed power of attorney granted by each Director, or
director of Waterford Wedgwood UK, as appropriate, in the agreed form.


 


9.             The trading statement
for the Group for the six-month period to 30 September 2003, to be issued
by the Company on the date of this Agreement.


 


10.           The Red Herring
Offering Memorandum.


 


11.           A copy (certified by a
Director or the secretary of the Company or by a director or the secretary of
Waterford Wedgwood UK, as appropriate) of a responsibility letter from or on
behalf of each of the Directors and the directors of Waterford Wedgwood UK, in
the agreed form, confirming his acceptance of responsibility for the underwriter’s
proof of the Listing Particulars.


 


12.           Conditional
confirmation letter, in the agreed form, from the auditors of the Company
addressed to Davy and the Company regarding sufficiency of working capital for
the Group.


 


13.           A report on the Working
Capital Estimates from the auditors of the Company regarding sufficiency of
working capital.


 


14.           A letter from the
auditors of the Company addressed to Davy and the Company confirming the
accuracy of the extraction of financial information in the underwriter’s proof
of the Listing Particulars.


 


33

















 


15.           A letter from the
Company addressed to Davy confirming the accuracy of extraction of financial
information in the underwriter’s proof of the Listing Particulars, in the
agreed form.


 


16.           A letter from the
Company addressed to Davy confirming the sufficiency of working capital
available to the Group, in the agreed form.


 


17.           A letter from the
Company to Davy confirming that there has been no significant change in the
financial or trading position of the Group since 30 September 2003, the
date to which the Group’s most recent consolidated financial statements were
published, in the agreed form.


 


18.           All such further
documents as may reasonably be required by Davy for the purpose of or in
connection with the Rights Issue or Admission.


 


34

















 


PART
II


 


DELIVERY
OF DOCUMENTS AT/PRIOR TO THE ESCROW CLOSING TIME


 


1.             A
copy of the Amended Existing Notes Purchase Agreement, duly executed.


 


2.             A
copy of the Amended Revolving Credit Facility Agreement, duly executed.


 


3.             A
copy of the Indenture relating to the Subordinated Bonds, duly executed.


 


4.             A
copy of the New Rosenthal Facility Agreement, duly executed.


 


5.             A copy of (i) the
legal opinion addressed to the Banks from the legal counsel to the Banks, in
such form as is required by the Banks, concerning the due execution, validity
and enforceability of the Amended Revolving Credit Facility Agreement (ii) the
legal opinion addressed to the Noteholders from the legal counsel to the
Noteholders, in such form as is required by the Noteholders, concerning the due
execution, validity and enforceability of the Amended Existing Notes Purchase
Agreement.  If such an opinion is
provided to the Lenders, the Company undertakes to Davy that it will use all
reasonable endeavours to procure the delivery to Davy of the legal opinion
addressed to the Lenders from the legal counsel to the Lenders, in such form as
is required by the Lenders concerning the due execution, validity and
enforceability of the New Rosenthal Facility Agreement.


 


6.             A certificate signed
by two Directors and addressed to Davy confirming that the Conditions contained
in Clause 2.1 (m), (n), (o), (p), (q) and (r) have been satisfied, in the
agreed form.


 


7.             The Bank of New York
Escrow Agreement, duly executed by the Bank of New York, Davy and the Company.


 


8.             An original copy of
the Barclays Instruction Letter, duly executed.


 


9.             A copy of the
irrevocable instruction referred to in Clause 2.1(q), duly executed.


 


10.           The Press Release.


 


11.           Two copies of the board
minutes, certified by the Secretary of the Company or the Secretary of
Waterford Wedgwood UK, as appropriate, approving the issue of the Listing
Particulars and the provisional allotment of the shares comprised in the Rights
Issue Units to Qualifying Stockholders.


 


12.           A copy of the board
minutes, certified by the Secretary of the Company, approving, inter alia, the
entry into by the Company of the Amended Credit Facility Agreement, the Amended
Existing Notes Purchase Agreement, the Subordinated Bonds underwriting
agreement, the New Rosenthal Facility Agreement and all other documents to be
executed in connection therewith and the issue of the Subordinated Bonds.


 


35

















 


13.           Two further copies of
the Listing Particulars, each duly signed and dated by each of the Directors
and the directors of Waterford Wedgwood UK or by his agent duly authorised in
writing, together with two certified copies of the authority of any such agent.


 


14.           Two originals of the
letter, specified in paragraph 5.5 of the Listing Rules, relating to the
contents of the Listing Particulars, each duly signed by each of the Directors
and the directors of Waterford Wedgwood UK or by his agent duly authorised in
writing.


 


15.           One signed original of
the Verification Notes.


 


16.           A letter from the
auditors of the Company addressed to Davy and the Company reporting on the
Working Capital Estimates and confirming that the statement as to sufficiency
of working capital available to the Group as contained in the section of
the Listing Particulars entitled “Working Capital” has been made after due and
careful enquiry by the Company and that the persons or institutions providing
finance have stated that the relevant financing facilities exist.


 


17.           A letter from the
Company addressed to Davy confirming the sufficiency of working capital
available to the Group, in the agreed form.


 


18.           A letter from the
auditors of the Company addressed to Davy and the Company confirming the
accuracy of the extraction of financial information in the Listing Particulars.


 


19.           A copy (certified by a
Director or the secretary of the Company, or a director or the secretary of
Waterford Wedgwood UK, as appropriate, as being a true copy) of a
responsibility letter from each of the Directors and the directors of Waterford
Wedgwood UK, in the agreed form, confirming his acceptance of responsibility
for the Listing Particulars.


 


20.           A letter from the
Directors to Davy confirming that there has been no significant change in the
financial or trading position of the Group since 30 September 2003, the
date to which the Group’s most recent consolidated financial statements were
published, in the agreed form.


 


21.           A letter from the
Company addressed to Davy confirming that the Directors have had explained to
them the nature of their responsibilities and obligations as directors of a
listed company under the Listing Rules, in the agreed form and confirming
certain matters in relation to paragraph 2.13 of the Listing Rules.


 


22.           Schedule 3A,
application for admission of securities to the official list, duly executed for
and on behalf of the Company.


 


23.           All such further
documents as may reasonably be required by Davy for the purpose of or in
connection with the Rights Issue or Admission.


 


36

















 


FOURTH SCHEDULE


 


WARRANTIES
AND REPRESENTATIONS


 


PART
I


 


1.             The implementation of
the Rights Issue, and the publication and despatch of the Rights Issue
Documents, will comply in all respects with the relevant provisions of the
Companies Acts, the Regulations, the Rules and all other relevant laws and
regulations and will comply in all material respects with, and will not
infringe, any agreements and obligations to which the Company or any of the
Subsidiary Undertakings is a party or by which the Company or any of the
Subsidiary Undertakings is bound.


 


2.             All statements of
fact contained in the Rights Issue Documents are and will, when the Rights
Issue Documents are despatched, be true and accurate and not misleading.  All statements of opinion, intention or
expectation contained in the Rights Issue Documents were, at the relevant time,
made on reasonable grounds after due and proper consideration, are fair and
honest, and there are no facts known or which could on reasonable enquiry have
been known to the Company which are not disclosed in the Listing Particulars
the omission of which would make misleading in any material respect any statement
therein, whether of fact or opinion, and in particular:


 


(a)           the information
contained in Part 3 of the Listing Particulars is true and accurate in all
material respects and is not misleading in any material respect and gives a
true and fair view of the profits and source of funds and cash flows for the
financial period covered by the report and of the state of affairs of the Group
as at the end of such financial period;


 


(a)           the reasons for the
Rights Issue are fairly and accurately described in the Listing Particulars;


 


(b)           the Pro Forma
Consolidated Balance Sheet included in Part 4 of the Listing Particulars has
been properly compiled on the basis of the Group’s audited consolidated
financial statements for the year ended 31 March, 2003, as adjusted for the net
proceeds of the Rights Issue and the Subordinated Bonds;


 


(c)           the interests (if any)
of the Directors in the share capital of the Company and in contracts and
arrangements with the Company are fairly and accurately described in the
Listing Particulars; and


 


(d)           the Company has no
material subsidiaries other than those identified in the Listing Particulars
and the Company is not itself the subsidiary of any other company.


 


3.                                                 (a)           Upon satisfaction of
the Conditions and subject to Davy complying with its underwriting obligations
contained in Clause 6 of this Agreement, the Company will have sufficient
working capital for at least the period of 12 months following the Impact Day.


 


37

















 


(b)           The Working Capital
Estimates have been approved by the Company and have been prepared after due
and careful enquiry and on the basis and assumptions stated in the Working
Capital Estimates, which the Company believes to be reasonable.


 


4.             The Listing
Particulars contains all such information as investors and their professional
advisers would reasonably require and reasonably expect to find in the Listing
Particulars for the purpose of making an informed assessment of the assets and
liabilities, financial position, profits, and losses and prospects of the Group
and of the rights attaching to the Stock Units.


 


5.             All statements made
by or with the express authority of the Company in connection with the
Application for certain information to be omitted from the Listing Particulars
as being inapplicable or of minor importance only and not such as would
influence assessment of the assets and liabilities, financial position, profits
and losses and prospects of the Group or any other reason permitted by the
applicable Rules were, when made, and continue to be true and accurate in all
material respects.


 


6.             The answers to the
Verification Notes have been prepared or approved by persons having appropriate
knowledge and responsibility to enable them properly to provide such replies
and are believed by the Company to be true, complete and accurate in all
material respects.


 


7.             All sums due in
respect of the issued capital of each member of the Group have been paid to and
received by relevant member of the Group and, except as stated in the Listing
Particulars, there are no authorised but unissued shares or outstanding option
or other rights to subscribe for or call for the allotment of any share or loan
capital of any member of the Group.


 


8.             The Company and the
Directors have all necessary power under the Memorandum and Articles of
Association of the Company, and all authorisations, approvals, consents and
licences required by the Company have been unconditionally obtained and are in
full force and effect, to permit the Company and Waterford Wedgwood UK to allot
and issue the Rights Issue Units, to enter into this Agreement and to perform
its obligations under this Agreement.


 


9.             The creation,
allotment and issue of the Rights Issue Units will not infringe or exceed any
limits, powers or restrictions or the terms of any contract, obligation or
commitment whatsoever of the Company or Waterford Wedgwood UK.


 


10.           None of the owners or
holders of shares in the Company or Waterford Wedgwood UK will, following
Admission, have any rights, in their capacity as such, in relation to the
Company or Waterford Wedgwood UK, as the case may be, other than as set out in
the relevant Articles of Association of the Company or Waterford Wedgwood UK.


 


38

















 


PART
II


 


In this Part II references to the Company shall, except where the
context otherwise requires, be deemed to include additional and separate
references also to each Subsidiary Undertaking, whether or not it was a
subsidiary of the Company at the relevant time.


 


1.             So far as is material
to the Group taken as a whole, all returns of the Company for taxation purposes
have been made by the due date and all such returns are correct in all material
respects and are not the subject of any dispute with or claim by the Revenue
Commissioners or other taxing authority which would be material for disclosure
in the Listing Particulars.


 


2.             Proper provision or
reserve has been made in the financial statements for the year ended 31
March 2003 in accordance with all legal requirements and Irish GAAP for
all taxation liable to be assessed on each Group Company or for which it is or
may become accountable in respect of:


 


(a)           profits, gains or
income (as computed for taxation purposes) accruing or arising or deemed to
accrue or arise on or before the Accounts Date;


 


(b)           any transactions
effected or deemed to be effected on or before the Accounts Date or provided
for in the financial statements; and


 


(c)           distributions made or
deemed to be made on or before the Accounts Date or provided for in the
financial statements.


 


3.             Since
the Accounts Date save as disclosed in the Listing Particulars:


 


(a)           the Company has carried
on its business in the ordinary and usual course;


 


(b)           there has been no
significant material adverse change in the financial or trading position of the
Group taken as a whole;


 


(c)           the Company has not
disposed of any of its assets other than in the ordinary course of trading and
has not entered into any material contract or commitment of an unusual and/or
unusually onerous nature or assumed any material liabilities (including
contingent liabilities);


 


(d)           the Company has not
paid or made any payment or transfer to shareholders of any dividend, bonus,
loan or distribution, other than the payment by the Company of a final dividend
to shareholders for the year ended 31 March 2003; and


 


(e)           the Company has not
incurred any tax liability which could reasonably be considered material in
respect of carrying on its business in the ordinary course.


 


4.             Neither the Company nor
any of the Subsidiary Undertakings is engaged in any litigation, arbitration or
similar proceedings of material importance in the context of the Group nor are
any such litigation, arbitration or similar proceedings threatened or pending
and there are no circumstances known to the Company, after due and careful


 


39

















 


enquiry, which are likely to give rise to any
such litigation, arbitration or similar proceedings.


 


5.             The Company has not
taken any action, nor have legal proceedings started or been threatened against
the Company for its winding-up or dissolution or for it to enter into any
arrangement with or composition for the benefit of creditors, or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of the Company or any of its properties, revenues or other
assets.


 


6.             No
event has occurred or, to the best of the knowledge, information and belief of
the Company, is subsisting which constitutes or would constitute a material
default under, or result in the acceleration by reason of default of, any
material obligations under any agreement, undertaking, instrument or
arrangement to which the Company is a party or by which it or any of its
properties, revenues or assets are bound and which would in any such case have
a material adverse effect on the business, assets, prospects or condition of
the Group taken as a whole.


 


7.             No
Director has given notice to, or received notice from, the Company terminating
his employment and no such person has threatened or, so far as the Company is
aware, is expected to give such notice. 
Save as disclosed in the Listing Particulars there are no contracts of
service between any Group Company and any Director which cannot be terminated
on twelve months’ notice or less without payment of compensation.


 


8.             The
Company maintains appropriate insurance cover against fire and other risks upon
all its assets and such public and employer’s liability, taking into account
the nature and scale of its activities and the provisions of agreements binding
upon it and such insurance is now in force and the Company is not aware of any
fact or matter which would lead to any such insurance being vitiated or
repudiated and there is no material claim pending or outstanding and all
premiums in respect of such insurances are duly paid.


 


9.             The
amounts borrowed by the Company do not exceed any limitation on its borrowing
contained in its Articles of Association, any debenture or other deed or
document binding upon it and the Company has not outstanding any loan capital,
nor has it factored any of its debts, or engaged in financing of a type which
would not require to be shown or reflected in audited accounts or borrowed any
money which it has not repaid, save for borrowings specified in Part I of the
Listing Particulars.


 


10.           There
is not outstanding:


 


(a)           any
loan made by any member of the Group to, or debt owing to any member of the
Group by, any of the Directors or any person connected with any of them (within
the meaning of Section 26 of the Companies Act 1990);


 


(b)           any
agreement or arrangement to which any member of the Group is a party and in
which any of the Directors or any
such connected person is interested;


 


(c)           any
agreement or arrangement to which any member of the Group is a party and which
has been entered into otherwise than on arm’s length basis;


 


40

















 


in the case of (b) and (c) above where such
agreement or arrangement exceeds €20,000 in value


 


11.           The statement of
Directors’ interests notified to the Company and required to be entered in the
register of directors’ interests in accordance with the Companies Act, 1990,
which is set out in the Listing Particulars is true and complete and not
misleading, and so far as the Company is aware no person whose interest would
be treated as a Directors’ interest under Part IV of the Companies Act, 1990
has any interest in the Company’s securities which has not been so notified.


 


12.           No event has occurred
and no circumstances exist in relation to any material government, regional,
state or local authority investment grants, loan subsidies or financial
assistance received by or pledged to the Company in consequence of which the
Company is or may be held liable to forfeit or repay in whole or in part any
such grant or loan.


 


13.           All written information
supplied to Davy or its agents or advisors by the Company or, to the extent
authorised by the Company, by its agents or advisors for the purposes of the
Rights Issue and the arrangements contemplated by this Agreement is true and
accurate in all material respects and all forecasts and estimates given or
implied have been made after due and proper consideration.


 


14            So far as the Company
is aware, the execution of this Agreement and the consummation of the
transactions contemplated by it will not, nor is likely to, cause the Company
or any of the Subsidiary Undertakings to lose the benefit of any right or
privilege which it presently enjoys or any person who normally does business
with the Company or the relevant Subsidiary Undertakings not to continue to do
so on the same basis.


 


15.           The Company is not
aware of any material breach of Environmental Law and/or of any requirement
pursuant to Environmental Law which has not been fully complied with by the
Group.


 


16.           The Group has no
existing or contingent material liabilities in respect of any properties
previously occupied by it or in which it has owned or held an interest
including (without limitation) leasehold premises assigned or otherwise
disposed of.


 


17.           Each asset used by each
Group Company which is material to its business is:


 


(a)           legally and
beneficially owned by the Group Company, free from any encumbrances except for
rights securing indebtedness under the Amended Revolving Credit Facility and
under the Amended Existing Notes Purchase Agreement and not the subject of any
assignment, royalty, factoring arrangement (other than in respect of debtors),
leasing or hiring agreement, hire purchase agreement, agreement for payment on
deferred terms, or any similar agreement or arrangement; or


 


(b)           if an asset is used but
not owned by the Group Company, unconditionally available for use under the
terms of a lease or hire agreement, hire purchase agreement, credit sale or
conditional sale agreement or any similar agreement or arrangement,


 


41

















 


and each of those assets is in the possession
(where capable of being possessed) or under the control of the Group Company.


 


18.           The statutory books,
books of account and other records or whatsoever kind of each Group Company are
up-to-date in all material respects and contain complete and accurate records
required by law to be dealt with in such books in all material respects and no
notice or allegation that any is incorrect or should be rectified has been
received.  All accounts, documents and
returns required by law to be delivered or made to the Registrar of Companies
in Ireland or any other authority have been duly and correctly delivered or
made.


 


19.           Save as disclosed in
the Listing Particulars there are no amounts owing or promised to any present
or former directors or employees of any Group Company other than remuneration
accrued due or for reimbursement of business expenses, no directors or senior
management employees of any Group Company have given or indicated an intention
to give or been given notice terminating their contracts of employment and no
Group Company is liable to pay any industrial training levy nor is there
outstanding any undischarged liability of a material amount to pay to any
governmental or regulatory authority in any jurisdiction any taxation,
contribution or other impost arising in connection with the employment or
engagement of employees or directors or consultants by it.


 


20.           Save to the extent to
which provision or allowance has been made in the financial statements, no
liability material to the Group as a whole has been incurred by any Group
Company for breach of any contract of service, contract for services or
consultancy agreement, for redundancy payments (including protective awards) or
for compensation for wrongful dismissal or unfair dismissal or for failure to
comply with any order for the reinstatement or re-engagement of any employee or
for the actual or proposed termination or suspension of employment or variation
of any terms of employment of any present or former employee of any Group
Company.


 


21.           No event has occurred
or, to the best of the knowledge, information and belief of the Company, is
about to occur by reason of the happening of which any secured or unsecured
borrowings of the Company have become or would with the giving of notice or the
lapse of time become repayable prior to maturity, and there are no
circumstances known to the Company, having made all reasonable enquiries, which
might lead to the occurrence of any such event.


 


22.           Except pursuant to
those pension arrangements disclosed in the Listing Particulars or in the
audited accounts made up to the Accounts Date, the Company is not under any
liability or obligation (whether or not legally enforceable ) to pay, provide
or contribute towards any retirement, death or disability benefit for or in
respect of any past officer or employee (or any spouse, child or dependant of
any of them) of the Company.


 


23.           The Company has not
done or omitted to do any act, matter or thing in respect of any agreement
relating to intellectual property material to the Group taken as a whole which
would impinge upon the validity or enforceability of the same or upon the right
of the Company to use the same nor are there any outstanding obligations of the
Company whether as to payment or otherwise which if left outstanding would so
impinge and which have not been provided for in the audited accounts of the
Company for the year ended 31 March 2003. 
Save as disclosed in the Listing Particulars, the Company owns


 


42

















 


or licences all intellectual property
material to the Group taken as a whole relating to the business of the Company
free from all liens, charges and encumbrances and none of such intellectual
property is the subject of any claim, opposition, assertion, infringement,
attack, right, action or other restriction or arrangement of whatsoever nature
which does or may impinge upon the validity, enforceability or ownership of the
same or the utilisation thereof by the Company to an extent which is material
in the context of the Group.  To the
best of the knowledge, information and belief of the Company, having made due
and careful enquiry, none of the activities of the Company infringes any right
of any other person relating to intellectual property.


 


24.           Each member of the
Group has been duly incorporated and has full corporate power and authority to
carry on its business as at the date hereof and has in all material respects
carried on such business in compliance with all legal requirements applicable
to such business and as far as the Company is aware, having made due and
careful enquiry, each member of the Group holds all licences, permissions,
authorisations and consents necessary to enable it to carry on the same
business as hitherto carried on (including, without limitation, all necessary
planning and other consents or permissions in relation to the properties owned
or occupied by it and all consents, authorisations and licences required under
environmental and health and safety legislation) and so far as the Company is
aware such licences, permissions, authorisations and consents are in full force
and effect and so far as the Company is aware there are no circumstances which
indicate that any of them is reasonably likely to be revoked, rescinded,
avoided or repudiated or not renewed in whole, or in part, in the ordinary
course of events.


 


25.           Save for grants of
options under the Share Option Schemes and the Employee Participation Schemes
(each as defined in the Listing Particulars and to the extent disclosed
therein), or pursuant to the Company’s scrip divided plan there are in force no
options or other agreements or arrangements which call for the issue to any
person or accord to any person the right to call for the issue of any shares in
the capital of the Group or any other securities of any member of the Group.


 


43

















 


FIFTH SCHEDULE


 


LETTER
OF CONFIRMATION FROM THE COMPANY


 




	
   

  	
  [Impact
  Date]

  
	
  J & E Davy

  	
   

  
	
  Davy House

  	
   

  
	
  49 Dawson Street

  	
   

  
	
  Dublin 2

  	
   

  






 


 


Dear Sirs


 


 


Proposed Rights Issue of 213,640,110 Units by
Waterford Wedgwood plc at a price of €• per New Stock Unit (the “Rights Issue”).


 


We refer to the Rights Issue and to the Underwriting Agreement relating
thereto dated • November 2003 (the
“Underwriting Agreement”).  Words and
expressions defined in the Underwriting Agreement have the same meaning herein.


 


The Company hereby confirms that the Company has complied with its
obligations under Clauses 2, 3, 4 and 5 of the Underwriting Agreement.


 


Subject to the limitations contained in clause 10.7 of the Underwriting
Agreement, the Company hereby confirms that none of the representations and
warranties given by it in Clause 10 of the Underwriting Agreement was breached
or untrue or inaccurate or misleading in any respect when made, none of such
representations and warranties would be breached or untrue or inaccurate or
misleading in any respect were it to be repeated by reference to the facts and
circumstances subsisting at the date hereof and none of the undertakings
contained in Clause 10 of the Underwriting Agreement has been breached by the
Company.


 


	
  Yours faithfully

  
	
   

  
	
   

  	
   

  
	
  Director

  
	
  For and on behalf of Waterford Wedgwood plc

  



 


44

















 


	
  SIGNED by

  	
   

  
	
  duly authorised

  	
   

  
	
  for and on behalf of

  	
   

  
	
  J & E DAVY

  	
  /s/ Hugh McCutcheon

  	
   

  
	
  in the presence of:-

  	
   

  
	
  Hugh McCutcheon

  	
   

  
	
  DAVY HOUSE

  D2

  	
   

  
	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by Sir Anthony O’Reilly

  	
   

  
	
  in the presence of:

  	
  /s/ Sir Anthony O’ Reilly

  	
   

  
	
  Brendan Cahill

  	
  by his
  attorney

  	
   

  
	
  William Fry

  	
  Patrick
  Dowling

  	
   

  
	
  Fitzwilton House

  Wilton Place

  Dublin 2

  	
   

  	
   

  
	
   

  


 
 	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by Peter John Goulandris

  	
   

  
	
  in the presence of:

  	
  /s/ Peter John Goulandris

  	
   

  
	
  Brendan Cahill

  	
  by his
  attorney

  	
   

  
	
  William Fry

  	
  Patrick
  Dowling

  	
   

  
	
  Fitzwilton House

  Wilton Place

  Dublin 2

  
	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by Richard Barnes

  	
   

  
	
  in the presence of:

  	
  /s/ Richard Barnes

  	
   

  
	
  Brendan Cahill

  	
  by his
  attorney

  	
   

  
	
  William Fry

  	
  Patrick
  Dowling

  	
   

  
	
  Fitzwilton House

  Wilton Place

  Dublin 2

  	
   

  
	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by P. Redmond O’Donoghue

  	
   

  
	
  in the presence of:

  	
  /s/ P. Redmond O’ Donoghue

  	
   

  
	
  Brendan Cahill

  	
  by his
  attorney

  	
   

  
	
  William Fry

  	
  Patrick
  Dowling

  	
   

  
	
  Fitzwilton House

  Wilton Place

  Dublin 2

  	
   

  
	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by Christopher McGillivary

  	
   

  
	
  in the presence of:

  	
  /s/ Christopher McGillivary

  	
   

  
	
  Brendan Cahill

  	
  by his
  attorney

  	
   

  
	
  William Fry

  	
  Patrick Dowling

  	
   

  
	
  Fitzwilton House

  Wilton Place

  Dublin 2

  	
   

  
	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by John Foley

  	
   

  
	
  in the presence of:

  	
  /s/ John Foley

  	
   

  
	
  Brendan Cahill

  	
  by his
  attorney

  	
   

  
	
  William Fry

  	
  Patrick
  Dowling

  	
   

  
	
  Fitzwilton House

  Wilton Place

  Dublin 2

  	
   

  	
   

  
	
   

  	
   

  	
   

  
									



 


45

















 


	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by Peter B. Cameron

  	
   

  
	
  in the presence of:

  	
  /s/ Peter B. Cameron

  	
   

  
	
  Brendan Cahill

  	
  by his
  attorney

  	
   

  
	
  William Fry

  	
  Patrick
  Dowling

  	
   

  
	
  Fitzwilton House

  Wilton Place

  Dublin 2

  	
   

  
	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by Tony O’Reilly Jnr

  	
   

  
	
  in the presence of:

  	
  /s/ Tony O’ Reilly Jnr

  	
   

  
	
  Brendan Cahill

  	
  by his
  attorney

  	
   

  
	
  William Fry

  	
  Patrick
  Dowling

  	
   

  
	
  Fitzwilton House

  Wilton Place

  Dublin 2

  
	
   

  	
   

  
	
  SIGNED SEALED AND DELIVERED

  	
   

  
	
  by Ottmar Claus Heindrich Küsel

  	
   

  
	
  in the presence of :

  	
  /s/ Ottmar Claus Heindrich Küsel

  	
   

  
	
  Brendan Cahill

  	
  by his
  attorney

  	
   

  
	
  William Fry

  	
  Patrick
  Dowling

  	
   

  
	
  Fitzwilton House

  Wilton Place

  Dublin 2

  
	
   

  
	
  SIGNED SEALED AND DELIVERED

  
	
  by Lord Wedgwood

  	
   

  
	
  in the presence of:

  	
  /s/ Lord Wedgwood

  	
   

  
	
  Brendan Cahill

  	
  by his
  attorney

  	
   

  
	
  William Fry

  	
  Patrick
  Dowling

  	
   

  
	
  Fitzwilton House

  Wilton Place

  Dublin 2

  
	
   

  
	
  SIGNED by

  
	
  duly authorised for

  	
   

  
	
  and on behalf of

  	
   

  
	
  WATERFORD WEDGWOOD plc

  	
   

  
	
  in the presence of:

  	
  /s/ Patrick Dowling

  	
   

  
	
  Brendan Cahill

  	
   

  
	
  William Fry

  	
   

  
	
  Fitzwilton House

  Wilton Place

  Dublin 2

  	
   

  
	
   

  	
   

  
							



 


46