EX-10.39



 





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 MINH 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 _____________ 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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Guarantor Accession Deed




Schedule 1 – New Guarantors




	 	 	 
	QB6 Limited

	 	ACN 109 134 901
	Goodman Fielder Baking New Zealand Limited

	 	Registration number 1508360
	Goodman Fielder Commercial New Zealand Limited

	 	Registration number 1508362







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Guarantor Accession Deed




Executed as a Deed Poll



Signed sealed and delivered for

QB6 Limited

by its attorney in the

presence of:



	 	 	 
	

Witness

	 	

Attorney
	 
	 	 
	

Name (please print)

	 	

Name (please print)
	 
	 	 
	Signed and delivered for

each of Goodman Fielder

Baking New Zealand Limited

and Goodman Fielder Commercial

New Zealand Limited by its attorney

in the presence of:
	 	 
	 
	 	 
	

Witness

	 	

Attorney
	 
	 	 
	

Name (please print)

	 	

Name (please print)








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