Exhibit
2.25
WACHOVIA BANK, NATIONAL ASSOCIATION
0000 Xxxxxx xx
xxx Xxxxxxxx
Xxx Xxxx
XX 00000
XXX
Waterford Wedgwood plc
Xxxxxxx Xxxxx
Xxxxxxx Xxxx Xxxx
Xxxxxxxxxxx
Xxxxxx
0
Xxxxxxx
on behalf of the Obligors under the Facility
Agreement described below
5 May 2005
Dear Sirs
FACILITY AGREEMENT DATED 30 SEPTEMBER 2004
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| (A) |
GENERAL |
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| 1. |
We
refer to the following documents: |
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(a) |
€210,000,000
and US$30,000,000 facility agreement (the "Facility
Agreement") dated 30 September 2004 and made between
Waterford Wedgwood plc as the Company (1), the Original Borrowers
therein named (2), the Original Guarantors therein named (3), the
Original Senior Lenders therein named (4), the Original Senior Tranche
B Lenders therein named (5), the Ancillary Facility Providers therein
named (6) and Burdale Financial Limited as agent for an on behalf of
the Finance Parties ("Burdale")
(7); |
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(b) |
the letter of
agreement dated 14 December 2004 between Waterford Wedgwood plc (1),
Xxx Xxxxxxx X'Xxxxxx (2) and Burdale (3) (the
"Letter of Agreement"); |
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(c) |
the deed of appointment
of new agent and new security trustee dated 5 January 2005 and made
between Burdale (1) and Wachovia Bank, National Association
("Wachovia") (2) under the terms of
which the role of agent and security trustee under the Finance
Documents was transferred from Burdale to Wachovia; and |
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(d) |
the letter of agreement
dated 11 February 2005 between Waterford Wedgwood plc (1), Glandore
Limited (2) and Wachovia (3). |
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| 2. |
Terms
defined in the Facility Agreement have the same meanings where used in
this letter. |
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| (B) |
RESERVES |
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| 1. |
Paragraph (E) of the Letter of Agreement
(dealing with the reserves and subordinated debt) shall be and is
hereby deleted. |
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| 2. |
There subsist at present
the following Reserves (among others): |
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(a) |
a Reserve totalling
€40,000,000 in respect of the WW Subordinated Facility and
the Xxxxxxxxx Subordinated
Facility; |
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(b) |
a Reserve
of €5,000,000 in respect of the Ancillary Facilities;
and |
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(c) |
a permanent
Reserve of €20,000,000. |
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| 3. |
We
agree that the Reserve described in paragraph (B)2(a) above shall be
reduced by an amount of €15,000,000 so that the level of
such Reserve shall be and remain €25,000,000 subject to
the reduction in accordance with paragraph (B)9 below and any other
reduction consented to by the relevant percentage of Lenders required
under the Facility Agreement. Such reduction of
€15,000,000 shall become effective when all of the
conditions in paragraph 4 below have been satisfied. |
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| 4. |
The reduction of
the Reserve pursuant to paragraph (B)3 above is subject to the
conditions that: |
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(a) |
no
Default is subsisting at the time of the reduction; |
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(b) |
no prepayments or
repayments in respect of the WW Subordinated Facility and the Xxxxxxxxx
Subordinated Facility have been made prior to such reduction; |
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(c) |
the Company shall have
entered into an engagement letter with Deloitte & Touche, London,
in the form attached as Annex 1 to this letter; |
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(d) |
receipt by the Agent of
a letter addressed to it by Xxx Xxxxxxx X'Xxxxxx and Xxxxx Xxxx
Xxxxxxxxxx (the "Shareholders") in the
form attached as Annex 2 to this letter (the
"Shareholders'
Letter"); |
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(e) |
payment
of a fee of €325,000 to the Agent on the date of this
letter for distribution among the consenting Senior Lenders party to
this letter in accordance with their respective Pro Rata Share;
and |
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(f) |
payment of a fee
of $300,000 to the Senior Tranche B Lender on the date of this
letter. |
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| 5. |
The commitment of the
Shareholders to provide additional funds to the Company in accordance
with the Shareholders' Letter shall be reduced by the
amount: |
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(a) |
equal to
70% of the net proceeds received on or after the date of this
letter by the Company of any of the Financial Indebtedness permitted
under paragraph (H)1 of the Letter of
Agreement; |
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(b) |
equal to
70% of the net proceeds received of any disposals permitted
pursuant to paragraph (G) of the Letter of Agreement or of any other
disposal permitted under clause 24.4(b)(xiv) of the Facility Agreement
or 100% of the net proceeds received or any disposal permitted
pursuant to clause 24.4(b)(xix) of the Facility Agreement on or after
the date of this letter, to the extent that they are paid into a
Blocked Account (and, in the case of disposals pursuant to clause
24.4(b)(xix) of the Facility Agreement, to the extent such proceeds are
not required to be applied to prepay the Senior Tranche B Facility);
or |
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(c) |
equal to any
additional funds provided by a new Senior Tranche B Lender over and
above the Senior Tranche B Facility Limit as at the date of this
letter, provided that the Company obtains an opinion addressed to the
Agent from Xxxxxxxx Chance in accordance with clause 6.4(j) of the
Facility Agreement demonstrating that the additional funds may be
provided without contravention of the High Yield Bond Indenture;
and/or |
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(d) |
equal to
100% of the proceeds of any equity or debt raised by any member
of the Group after the date of this letter that is not provided by the
Shareholders pursuant to the Shareholders' Letter (and
"debt" for the purpose of this paragraph
(B)5(d) means any amounts raised as permitted by clause 24.8(a)(xvii)
or (xxii) of Facility Agreement). |
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| 6. |
We
confirm that the Company and any other member of the Group may and
shall pay the net proceeds of any additional equity or debt raised by
any member of the Group after the date of this letter into an Other
Account (and "debt" for the purpose of this
paragraph (B)6 means any amounts raised as permitted by clause
24.8(a)(xvii) or (xxii) of Facility Agreement). |
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| 7. |
The permanent Reserve of
€20,000,000 shall not be released without the consent of
all Lenders. |
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| 8. |
The following provision
shall be inserted into clause 24.10 of the Facility Agreement in
substitution for the existing clause: |
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"The Company shall procure that
neither the WW Subordinated Facility nor the Xxxxxxxxx Subordinated
Facility is repaid or prepaid unless the Required Lenders have
consented to such payment." |
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| 9. |
We agree that, if the reduction described in
paragraph (B)3 above has been effected, we shall reduce the Reserve
described in (B)2(a) above by a further amount of
€15,000,000 so that the level of such Reserve shall be and
remain €10,000,000 subject to any further reduction
consented to by |
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the relevant percentage of Lenders required
under the Facility Agreement. Such reduction of
€15,000,000 shall become effective when all of the
conditions in paragraph (B)10 below have been satisfied and we agree
not to accept the fees referred to in paragraph (B)10(f) below until
all of the other conditions in paragraph (B)10 below have been
satisfied. |
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| 10. |
The reduction of the Reserve
pursuant to paragraph (B)9 above is subject to the conditions that: |
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(a) |
no Default is
subsisting at the time of such reduction; |
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(b) |
no prepayments or
repayments of the WW Subordinated Facility and the Xxxxxxxxx
Subordinated Facility have been made prior to such reduction; |
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(c) |
receipt by the Agent of
a consultant's report from Deloitte & Touche and response
from the Company, both report and response to be in form and substance
satisfactory to the Required Lenders; |
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(d) |
if Saberasu Japan
Investments II B.V. has either consented to this reduction or has been
replaced as Senior Tranche B Lender by a new lender who consents to
this reduction; |
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(e) |
at
the time of such proposed reduction, the Agent is satisfied that the
Company's restructuring spending is in accordance with its 2006
budget levels; and |
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(f) |
payment of a fee of
€325,000 to the Agent for the distribution among the
consenting Senior Lenders in accordance with their respective Pro Rata
Shares on the date the reduction becomes effective and payment of a fee
(if any) as agreed between the Company and the Senior Tranche B
Lender. |
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| 11. |
Any additional funding by the
Shareholders pursuant to their commitment under the Shareholders'
Letter, if provided by way of debt shall be subordinated to the
existing indebtedness of the Obligors to the Finance Parties on terms
acceptable to the Majority Lenders. |
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| (C) |
MISCELLANEOUS |
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| 1. |
This letter is a Finance Document. |
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| 2. |
This letter shall amend and vary the Finance
Documents as set out above and, save as amended or varied by this
letter, the Finance Documents shall remain in full force and effect in
accordance with their terms. In the event of any inconsistency between
this letter and the Finance Documents, this letter shall prevail. |
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| 3. |
This letter is written by us as Agent for
the Lenders under the Facility Agreement. |
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| 4. |
This letter is governed by English law. |
Please confirm your agreement by counter-signing a copy of this
letter.
Yours faithfully
/s/ Xxxx Xxxx
For
and on behalf of
Wachovia Bank, National Association
As Agent for and on behalf of the Finance Parties
We
agree
/s/ Xxxxxxx
Xxxxxxx
Waterford
Wedgwood plc
(on behalf of itself and the other
Obligors)
3
We agree
/s/ Xxxx
Xxxxxxxxxxx
GE
European Leveraged Loans Limited
As Senior Lender
We agree
/s/ Xxxxxx
Xxxxxxxxx
Bank of America N.A.
As Senior Lender
We agree
/s/ Xxxxxxx
Xxxxxx
The CIT Group/Commercial Services Inc
As
Senior Lender
We agree
/s/ Xxx
Xxxx
Xxxxx Fargo Foothill LLC
As Senior Lender
We agree
/s/ Xxxxxx Xxxxxx/Xxxxxx
Xxxxxx
UBS Limited
As Senior Lender
We agree
/s/ Xxxx
Xxxx
Wachovia Bank, National Association
As Senior
Lender
We agree
/s/ Xxx
Xxxxxx
Saberasu Japan Investments II B.V.
As
Senior Tranche B Lender
Annex 1: Deloitte &
Touche Engagement Letter
Annex 2: Form of Shareholders'
Letter
4
