0001047469-04-030066 Sample Contracts

DATED 28 MAY 2004 AS AMENDED AND RESTATED ON 2004
Term 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.

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FACILITY AGREEMENT For facilities of up to €210,000,000 and US$30,000,000 dated 30 September 2004 for
Facility Agreement • September 30th, 2004 • Waterford Wedgwood PLC • Pottery & related products • New York
FOURTH AMENDMENT AGREEMENT DATED 26TH JULY, 2004
Fourth Amendment Agreement • September 30th, 2004 • Waterford Wedgwood PLC • Pottery & related products • Waterford
AMENDMENT AND CONSENT AGREEMENT
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).

AMENDMENT AND CONSENT AGREEMENT
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).

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, 2004
Stock 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”).

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