exv10w39



 






Exhibit 10.39








Guarantor Accession Deed




Each company described in Schedule 1





	 	
 





	 	MLC Centre Martin Place Sydney New South Wales 2000 Australia

Telephone 61 2 9225 5000 Facsimile 61 2 9322 4000

www.freehills.com DX 361 Sydney








	 	SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MlNH CITY SINGAPORE

Correspondent Offices - JAKARTA KUALA LUMPUR









	 	Liability limited by the Solicitors’ Limitation of Liability Scheme, approved under the

Professional Standards Act 1994 (NSW)









	 	Reference PML:TN:36G









 








 





This deed poll




          is made on 11 February 2004 by:




               Each
company described in Schedule 1




               (each a New Guarantor)




Recitals




	 	A.	 	Under a guarantee and indemnity entitled “Deed of Guarantee and
Indemnity” dated 28 July 1998 from the companies described in item 1 of
schedule 1 to that guarantee and indemnity in favour of J.P. Morgan
Australia Limited (A.C.N. 002 888 011) (formerly Chase Securities
Australia Limited) and the Debenture Stockholders (the Guarantee and
Indemnity) a person may become a Guarantor by execution of a deed in
the form of this deed poll.






	 	B.	 	Each New Guarantor wants to become a Guarantor under the Guarantee
and Indemnity.






This deed poll witnesses as follows:






1     Interpretation



	 	(a)	 	Terms and expressions defined in the Guarantee and Indemnity have the
same meaning as in this deed poll.





	 	(b)	 	The following words have these meanings in this deed poll, unless the
contrary intention appears:







	 		 	“Existing Guarantor” means each Guarantor which is a signatory (or has
otherwise become a party) to the Guarantee and Indemnity and has not
been released from that document.







2     Rights and obligations of Guarantor




	 		 	For valuable consideration including, among other things, the payment by the
Trustee to the New Guarantors of $10.00 (receipt of which is acknowledged),
each New Guarantor jointly and severally with each Existing Guarantor
irrevocably and unconditionally agrees to be bound by the terms and conditions of
the Guarantee and Indemnity.







3     Status of Guarantor





	 		 	Each New Guarantor irrevocably acknowledges
and confirms that it becomes a
Guarantor as defined in, and for all purposes under, the Guarantee and Indemnity
as if named in and as a party to the Guarantee and Indemnity from the date of this
deed poll, and accordingly is bound by the Guarantee and Indemnity as a
Guarantor on and from that date.

 






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4     Governing law



	 		 	This deed poll is governed by the laws of the Australian Capital Territory.








 5     Benefit of deed poll




	 		 	This deed poll is given in favour of and for the benefit of the Trustee and
Debenture Stockholders, each Existing Guarantor, and persons claiming through
the Trustee, a Debenture Stockholder or an Existing Guarantor and their
respective successors and permitted assigns.









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Schedule I- New Guarantors


 
GF Finance (N.Z.) Limited


 
Goodman Fielder Milling & Baking New Zealand Limited


 
Goodman Fielder New Zealand Limited


 
Meadow Lea Foods Limited


 
NZ Margarine Holdings Limited


 
Quality Bakers New Zealand Limited







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Executed as a Deed Poll



     Signed for and on behalf of
each of GF Finance (N.Z.) Limited,
Goodman Fielder Milling & Baking New
Zealand Limited, Goodman Fielder
New Zealand Limited, Meadow
Lea Foods Limited, NZ Margarine
Holdings Limited and Quality Bakers
New Zealand Limited by its attorney
in the presence of:




	 	 	 
	/s/ ELIZABETH VUONG



Witness	 	
/s/ HELEN GOLDING



Attorney
	 
	Elizabeth Vuong



Name (please print)	 	
Helen Golding



Name (please print)





     

     

     

     

     

     

     

     







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