Standard Contracts
DATED 28 MAY 2004 AS AMENDED AND RESTATED ON 2004Term Loan Agreement • September 30th, 2004 • Waterford Wedgwood PLC • Pottery & related products
The Bank has agreed to make available to the Borrower a term loan facility upon the terms and subject to the conditions contained in this Agreement.
THIRD AMENDMENT AGREEMENT DATED 28TH MAY, 2004 relating to a Revolving Credit Facility and Bilateral Facilities originally dated 29th November, 1999 (but amended and restated on a number of occasions, most recently by an amendment and restatement...Third Amendment Agreement • September 30th, 2004 • Waterford Wedgwood PLC • Pottery & related products • Waterford
RELATIONSHIP AGREEMENT WILLIAM FRY Solicitors Fitzwilton House Wilton Place Dublin 2Relationship Agreement • September 29th, 2005 • Waterford Wedgwood PLC • Pottery & related products
WATERFORD WEDGWOOD plc, a Public Limited Company registered in Ireland under number 11861 whose registered office is at Kilbarry, Waterford, Ireland (hereinafter referred to as the "Company")
WATERFORD WEDGWOOD PLC RIGHTS ISSUE UNDERWRITING AGREEMENT DATED 20 June 2005Rights Issue Underwriting Agreement • September 29th, 2005 • Waterford Wedgwood PLC • Pottery & related products
FACILITY AGREEMENT For facilities of up to €210,000,000 and US$30,000,000 dated 30 September 2004 forFacility Agreement • September 30th, 2004 • Waterford Wedgwood PLC • Pottery & related products • New York
FORM OF CONSULTANCY SERVICES AGREEMENT WATERFORD WEDGWOOD PLC and WELLSPRING HOLDINGS INC.Consultancy Services Agreement • October 2nd, 2003 • Waterford Wedgwood PLC • Pottery & related products
AND WELLSPRING HOLDINGS INC. of 1 Oxford Centre, Suite 3620, Pittsburgh, Pennsylvania (hereinafter referred to as the "Consultant");
AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 26, 2003Amendment and Restatement Agreement • December 23rd, 2003 • Waterford Wedgwood PLC • Pottery & related products • New York
AMENDMENT AND RESTATEMENT AGREEMENT, dated as of November 26, 2003 (the “Restatement Agreement”), is entered into by and among WATERFORD WEDGWOOD PLC, a public limited company organized under the laws of Ireland (the “Company”), WATERFORD WEDGWOOD FINANCE, INC., a corporation organized under the laws of the State of Delaware (the “Issuer”), all those Persons named as Noteholders on Schedule 1 attached hereto (the “Noteholders”) and all those Persons named as Restricted Entity Guarantors on Schedule 2 attached hereto. Capitalized terms used herein or in the Schedules attached hereto and not otherwise defined shall have the respective meanings set forth in the Amended and Restated Note Purchase Agreements (as defined below).
DATED 30 SEPTEMBER 2004 WATERFORD WEDGWOOD PLC THE COMPANIES LISTED IN THIS DEED AS SUBSIDIARY OBLIGORS BURDALE FINANCIAL LIMITED AS SECURITY TRUSTEE THE BANK OF NEW YORK, LONDON AS HIGH YIELD BONDS TRUSTEE AND THE CREDITORSIntercreditor and Security Trust Agreement • September 30th, 2004 • Waterford Wedgwood PLC • Pottery & related products
FORM OF WAIVER Waterford Wedgwood plc Barlaston Stoke-on-Trent ST12 9ES England Telephone (44) 1782 204141/600012 Facsimiles: Group Finance (44) 1782 372962 Group Communications: (44) 1782 204666Note Purchase Agreement • October 2nd, 2003 • Waterford Wedgwood PLC • Pottery & related products
We refer to the Note Purchase Agreement referred to above. Terms defined in the Note Purchase Agreement shall have the same meaning when used in this letter.
FOURTH AMENDMENT AGREEMENT DATED 26TH JULY, 2004Fourth Amendment Agreement • September 30th, 2004 • Waterford Wedgwood PLC • Pottery & related products • Waterford
SECOND AMENDMENT AND RESTATEMENT AGREEMENTRevolving Credit Facility Agreement • December 23rd, 2003 • Waterford Wedgwood PLC • Pottery & related products
NON-NOTIFICATION FACTORING AGREEMENTNon-Notification Factoring Agreement • December 23rd, 2003 • Waterford Wedgwood PLC • Pottery & related products
We are pleased to confirm the terms and conditions that will govern our funds in use accounting, non-notification factoring arrangement with advances (the “Agreement”).
BURDALE FINANCIAL LIMITED 53 Queen Anne Street London W1G 9HPFacility Agreement • September 29th, 2005 • Waterford Wedgwood PLC • Pottery & related products
DEED OF UNDERTAKINGDeed of Undertaking • September 29th, 2005 • Waterford Wedgwood PLC • Pottery & related products
SIR ANTHONY O'REILLY of Lissadell, Lyford Cay, Nassau, Bahamas, AND MR PETER JOHN GOULANDRIS of Sea Saga, Edgewater Drive, Lyford Cay, Nassau, Bahamas (each an "Obligor" and together the "Obligors");
WACHOVIA BANK, NATIONAL ASSOCIATION 1133 Avenue of the Americas New York NY 10036 USAFacility Agreement • September 29th, 2005 • Waterford Wedgwood PLC • Pottery & related products
AMENDMENT AND CONSENT AGREEMENTAmendment and Consent Agreement • September 30th, 2004 • Waterford Wedgwood PLC • Pottery & related products • New York
THIS AMENDMENT AND CONSENT AGREEMENT, dated July 23, 2004 (this “Amendment”) is entered into by and among WATERFORD WEDGWOOD PLC, a public limited company organized under the laws of the Republic of Ireland with registered number 11861 (the “Company”) for itself and on behalf of all those Persons named as Restricted Entity Guarantors on Schedule 2 attached hereto, and all those Persons named as Security Providers on Schedule 3 attached hereto, WATERFORD WEDGWOOD FINANCE, INC., a corporation organized under the laws of the State of Delaware (the “Issuer”), and all those Persons named as Noteholders on Schedule 1 attached hereto (together with any transferees of the Notes, the “Noteholders”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Note Purchase Agreements (as defined below).
WATERFORD WEDGWOOD PLC as the issuer, THE GUARANTORS named herein, THE BANK OF NEW YORK, LONDON as Trustee, Registrar, Transfer Agent and Principal Paying Agent, KREDIETBANK S.A. LUXEMBOURGEOISE as Luxembourg Paying Agent and Transfer Agent -and- The...Mezzanine Indenture • December 23rd, 2003 • Waterford Wedgwood PLC • Pottery & related products • New York
MEZZANINE INDENTURE, dated as of December 1, 2003 (this “Indenture” or the “Mezzanine Indenture”), among (i) Waterford Wedgwood plc, a public limited company incorporated under the laws of Ireland as of the date hereof and having its registered office at Kilbarry, Waterford, Ireland as of the date hereof (the “Company”), (ii) the Guarantors (as defined herein), (iii) The Bank of New York, London, as Trustee, Registrar, Principal Paying Agent and transfer agent, (iv) Kredietbank S.A. Luxembourgeoise, as Luxembourg Paying Agent and transfer agent, and (v) such additional entities that from time to time are designated as Additional Guarantors (as defined herein) and deliver a supplemental indenture hereto.
on the headed notepaper of National Westminster Bank Plc] FORM OF WAIVER LETTERRevolving Credit Facility • October 2nd, 2003 • Waterford Wedgwood PLC • Pottery & related products
We refer to the Agreement and the Waiver Letter (as defined below). Terms defined in the Agreement and the Waiver Letter shall have the same meaning when used in this letter, save where expressly defined otherwise.
AMENDMENT AGREEMENT IN CONNECTION WITH THE RIGHTS ISSUE UNDERWRITING AGREEMENTRights Issue Underwriting Agreement • September 29th, 2005 • Waterford Wedgwood PLC • Pottery & related products
FORM OF WAIVER LETTERWaiver Letter • October 2nd, 2003 • Waterford Wedgwood PLC • Pottery & related products
We refer to the Agreement Terms defined in the Agreement shall have the same meaning when used in this letter, save where expressly defined otherwise.
INTERCREDITOR AND SECURITY TRUST AGREEMENT DATED 26th November, 2003 WATERFORD WEDGWOOD PLC THE COMPANIES LISTED IN THIS AGREEMENT as Subsidiary Obligors BARCLAYS BANK PLC as Security Trustee and THE CREDITORS ALLEN & OVERY LondonIntercreditor and Security Trust Agreement • December 23rd, 2003 • Waterford Wedgwood PLC • Pottery & related products
AMENDMENT AND CONSENT AGREEMENTAmendment and Consent Agreement • September 30th, 2004 • Waterford Wedgwood PLC • Pottery & related products • New York
THIS AMENDMENT AND CONSENT AGREEMENT, dated May 28, 2004 (this “Amendment”) is entered into by and among WATERFORD WEDGWOOD PLC, a public limited company organized under the laws of the Republic of Ireland with registered number 11861 (the “Company”), WATERFORD WEDGWOOD FINANCE, INC., a corporation organized under the laws of the State of Delaware (the “Issuer”), all those Persons named as Noteholders on Schedule 1 attached hereto (together with any transferees of the Notes, the “Noteholders”), all those Persons named as Restricted Entity Guarantors on Schedule 2 attached hereto, and all those Persons named as Security Providers on Schedule 3 attached hereto. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Note Purchase Agreements (as defined below).
SIR ANTHONY O'REILLY AND PETER JOHN GOULANDRISDeed of Undertaking • September 29th, 2005 • Waterford Wedgwood PLC • Pottery & related products
FORM OF FOURTH AMENDMENT AND WAIVERNote Purchase Agreement • October 2nd, 2003 • Waterford Wedgwood PLC • Pottery & related products • New York
THIS FOURTH AMENDMENT AND WAIVER, dated as of June , 2003 (this "Fourth Amendment") to those separate Note Purchase Agreements each dated as of November 18, 1998 and the Notes is entered into by and among WATERFORD WEDGWOOD PLC, a public limited company organized under the laws of Ireland (the "Company"), WATERFORD WEDGWOOD FINANCE, INC., a corporation organized under the laws of the State of Delaware (the "Issuer"), and all those Persons named as Noteholders on Schedule 1 attached hereto (the "Noteholders"), and all those Persons named as Restricted Entity Guarantors on Schedule 2 attached hereto). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Note Purchase Agreements (as defined below).
STOCK PURCHASE AGREEMENT by and among WATERFORD WEDGWOOD PLC, BALLYGUNNER HOLDINGS and SEB SA related to the purchase of 100% of the common stock of All- Clad USA, Inc. May 28, 2004Stock Purchase Agreement • September 30th, 2004 • Waterford Wedgwood PLC • Pottery & related products • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 28, 2004, by and among WATERFORD WEDGWOOD PLC, a company organized under the laws of the Republic of Ireland (“Waterford”) and BALLYGUNNER HOLDINGS, a company organized under the laws of the Republic of Ireland (“Ballygunner” and together with Waterford, the “Sellers” and each a “Seller”) and SEB SA, a company organized under the laws of France (“Buyer”).
DATED 14 NOVEMBER 2003 J & E DAVY THE PERSONS NAMED IN THE FIRST SCHEDULE -and- WATERFORD WEDGWOOD PLCUnderwriting Agreement • December 23rd, 2003 • Waterford Wedgwood PLC • Pottery & related products
