EX-10.25



 




Exhibit 10.25

Third Amendment and Restatement

Agreement - TLA Senior Funding Agreement

Details







Interpretation – definitions are at the end of the General Terms




	 	 	 	 	 	 	 
	Parties	 	Parent, Initial Borrowers, and Facility Agent
	 
	 	 	 	 	 	 
	Parent

	 	Name
	 	 	 	Burns, Philp & Company Limited

(ABN 65 000 000 359)
	 
	 	 	 	 	 	 
	Initial Borrowers

	 	Name
	 	 	 	The entities listed in schedule 1
	 
	 	 	 	 	 	 
	Facility Agent

	 	Name
	 	 	 	Credit Suisse First Boston,
Melbourne Branch (ABN 17 061 700
712) on behalf of itself and
each Subscriber
	 
	 	 	 	 	 	 
	Recitals	 	1.	 	The Parent, the Initial Borrowers, the Facility Agent and
others executed the Original Document.
	 
	 	 	 	 	 	 
	 	 	2.	 	The parties to this document intend to amend and restate
the Original Document on and from the Effective Date.
	 
	 	 	 	 	 	 
	Effective Date

(clause 5)	 	The date of this agreement.
	 
	 	 	 	 	 	 
	Original Document

(clause 5)	 	TLA Senior Funding Agreement dated 16 January 2003 between
Burns, Philp & Company Limited (ABN 65 000 000 359), the
entities listed in Schedule 1 to that document, Credit Suisse
First Boston, Melbourne Branch (ABN 17 061 700 712), BOS
International (Australia) Limited (ABN 23 066 601 250),
Credit Agricole Indosuez Australia Limited (ABN 32 002 540
409), Credit Suisse First Boston, Melbourne Branch (ABN 17
061 700 712) and the financial institutions listed in
schedule 2 to that document as amended and restated on 21
February 2003 and 4 March 2003.
	 
	 	 	 	 	 	 
	Governing law	 	New South Wales.
	 
	 	 	 	 	 	 
	Date of Amending
Agreement	 	See Signing page







	 	 	 
	© Mallesons Stephen Jaques

	 	Third Amendment and Restatement
Agreement - TLA Senior Funding Agreement

10 November 2003







1









 





Third Amendment and Restatement

Agreement - TLA Senior Funding Agreement

General terms



	 	 	 
	1

	 	Amendments
	 
	 	 
	

	 	As and from the Effective Date, the Original Document is amended and
restated as set out in the copy of the Original Document attached as
Annexure A to this agreement.
	 
	 	 
	2

	 	Confirmation and acknowledgement
	 
	 	 
	2.1

	 	Confirmation
	 
	 	 
	

	 	Each party confirms that, other than as provided for in clause 1
(“Amendments”), the Original Document remains in full force and effect.
	 
	 	 
	2.2

	 	Transaction Document
	 
	 	 
	

	 	The parties acknowledge that this agreement is a New Transaction
Document.
	 
	 	 
	3

	 	General
	 
	 	 
	

	 	Clause 16 (“Notices”), clause 17 (“Amendments and Waiver”) and clause 18
(“General”) of the Original Document apply mutatis mutandis to this
agreement as if they were fully set out in this agreement.
	 
	 	 
	4

	 	Governing law
	 
	 	 
	

	 	This agreement is governed by the law in force in the place specified in
the Details and each party submits to the non-exclusive jurisdiction of
the courts of that place.
	 
	 	 
	5

	 	Interpretation
	 
	 	 
	5.1

	 	Definitions
	 
	 	 
	

	 	These meanings apply mutatis mutandis unless the contrary intention

appears:
	 
	 	 
	

	 	Effective Date means the date so described in the “Details” section of
this agreement.
	 
	 	 
	

	 	Original Document means the document so described in the “Details”
section of this agreement.
	 
	 	 







	 	 	 
	© Mallesons Stephen Jaques

	 	Third Amendment and Restatement
Agreement - TLA Senior Funding Agreement

10 November 2003







2









 






	 	 	 
	5.2

	 	Interpretation
	 
	 	 
	

	 	Terms defined in the Original Document have the same meaning in this
agreement.







EXECUTED as an agreement.




	 	 	 
	© Mallesons Stephen Jaques

	 	Third Amendment and Restatement
Agreement - TLA Senior Funding Agreement

10 November 2003







3









 






SCHEDULE 1

INITIAL BORROWERS



	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	Name of Borrower
	 	Address
	 	incorporation

	Burns Philp Treasury (Australia)

Limited ACN 003 731 986

	 	Level 23

56 Pitt Street

SYDNEY NSW 2000

AUSTRALIA
	 	Australia
	 
	 	 	 	 
	Burns Philp Inc. (Fed 10#22-272392)

	 	c/- The Corporation Trust Company

County of New Castle

1209 Orange Street

WILMINGTON DE 19801

UNITED STATES OF AMERICA
	 	USA
	 
	 	 	 	 
	Burns Philp (New Zealand) Limited

(AK 112484)

	 	54 Ponsonby Road

AUCKLAND

NEW ZEALAND
	 	New Zealand
	 
	 	 	 	 
	Burns Philp Food Limited

	 	31 Arlie Street

Lasalle

QUEBEC H8R1Z8

CANADA
	 	Canada
	 
	 	 	 	 
	BPC1 Pty Limited

ACN 101 665 918

	 	Level 23

56 Pitt Street

SYDNEY NSW 2000

AUSTRALIA
	 	Australia
	 
	 	 	 	 
	Burns Philp Deutschland GmbH

(Reg No. HRB 65911)

	 	Wandsbeker

Zollstrasse 59

22041 HAMBURG

GERMANY
	 	Germany







4









 






Signing page




	 	 	 
	DATED:                                      2003
	 	 
	 
	 	 
	SIGNED for BURNS, PHILP &
COMPANY LIMITED under power of
attorney in the presence of: 

	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	INITIAL BORROWERS
	 	 
	 
	 	 
	SIGNED for BURNS PHILP TREASURY (AUSTRALIA)
LIMITED under power of
attorney in the presence of:
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for BURNS PHILP
DEUTSCHLAND GmbH under power of
attorney in the presence of:
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney







	 	 	 
	© Mallesons Stephen Jaques

	 	Third Amendment and Restatement
Agreement - TLA Senior Funding Agreement

10 November 2003







5









 






	 	 	 
	SIGNED for BURNS PHILP INC. under 

power of attorney in the presence of:
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for BURNS PHILP (NEW
ZEALAND) LIMITED under power of
attorney in the presence of:
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for BURNS PHILP FOOD 

LIMITED under power of attorney in the 

presence of:
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney







	 	 	 
	© Mallesons Stephen Jaques

	 	Third Amendment and Restatement
Agreement - TLA Senior Funding Agreement

10 November 2003







6









 






	 	 	 
	SIGNED for BPC1 PTY LIMITED under 

power of attorney in the presence of:
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	FACILITY AGENT (on behalf of itself and each Subscriber)
	 
	 	 
	SIGNED for CREDIT SUISSE FIRST 

BOSTON, MELBOURNE BRANCH by its 

authorised signatories in the presence of:
	 	 
	

	 	

	

	 	Signature of authorised signatory
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Signature of authorised signatory
	 
	 	 
	

	 	

	

	 	Name







	 	 	 
	© Mallesons Stephen Jaques

	 	Third Amendment and Restatement
Agreement - TLA Senior Funding Agreement

10 November 2003







7









 





Annexure A



	 	 	 
	© Mallesons Stephen Jaques

	 	Third Amendment and Restatement
Agreement - TLA Senior Funding Agreement

10 November 2003







8









 






MALLESONS STEPHEN JAQUES



Third Amendment and

Restatement Agreement - 

TLA Senior Funding

Agreement


Dated


Burns, Philp & Company Limited (ABN 65 000 000 359)

The entities listed in schedule 1

Credit Suisse First Boston, Melbourne Branch (ABN 17 061 700 712)


Mallesons Stephen Jaques

Level 28

Rialto

525 Collins Street

Melbourne Vic 3000

T +61 3 9643 4000

F +61 3 9643 5999

Email mel@mallesons.com

DX 101 Melbourne

www.mallesons.com

6340711_7



 









 







Third Amendment and Restatement

Agreement - TLA Senior Funding Agreement

Contents



	 	 	 	 	 	 	 
	Details	 	 	1	 
	General terms	 	 	2	 
	1

	 	AMENDMENTS
	 	 	2	 
	2

	 	CONFIRMATION AND ACKNOWLEDGEMENT
	 	 	2	 
	2.1

	 	Confirmation
	 	 	2	 
	2.2

	 	Transaction Document
	 	 	2	 
	3

	 	GENERAL
	 	 	2	 
	4

	 	GOVERNING LAW
	 	 	2	 
	5

	 	INTERPRETATION
	 	 	2	 
	5.1

	 	Definitions
	 	 	2	 
	5.2

	 	Interpretation
	 	 	3	 
	Signing page	 	 	5	 
	Annexure A	 	 	8	 







	 	 	 
	© Mallesons Stephen Jaques

	 	Third Amendment and Restatement
Agreement - TLA Senior Funding Agreement

10 November 2003









i









 





MALLESONS STEPHEN JAQUES




TLA Senior Funding Agreement



Dated 16 January 2003



Burns, Philp & Company Limited (ABN 65 000 000 359)

The entities listed in schedule 1

Credit Suisse First Boston, Melbourne Branch (ABN 17 061 700 712)

BOS International (Australia) Limited (ABN 23 066 601 250)

Credit Agricole Indosuez Australia Limited (ABN 32 002 540 409)

Credit Suisse First Boston, Melbourne Branch (ABN 17 061 700 712)

The financial institutions listed in schedule 2



Mallesons Stephen Jaques

Level 28

Rialto

525 Collins Street

Melbourne Vic 3000

T +61 3 9643 4000

F +61 3 9643 5999

Email mel@mallesons.com

DX 101 Melbourne

www.mallesons.com

6336410_12



 









 





CONTENTS




	 	 	 	 	 	 	 
	1.	 	INTERPRETATION	 	1
	 
	 	1.1	 	Definitions	 	1
	 
	 	1.2	 	Rules for interpreting this document, the Facility Agreements and Debenture Trust Deed	 	34
	 
	 	1.3	 	Business Days	 	35
	 
	 	1.4	 	Subscriber Affiliates	 	35
	 
	 	1.5	 	Rights and obligations of the Subscribers and the Facility Agent	 	36
	 
	 	1.6	 	Parent to represent Group Parties	 	37
	 
	 	1.7	 	Changes in GAAP	 	37
	2.	 	CONDITIONS PRECEDENT TO ALL FACILITIES	 	37
	 
	 	2.1	 	Conditions precedent	 	37
	 
	 	2.2	 	Prepositioning of funds for the first drawdown	 	37
	3.	 	PAYMENTS	 	38
	 
	 	3.1	 	How payments must be made	 	38
	 
	 	3.2	 	Facility Agent must distribute receipts	 	38
	 
	 	3.3	 	Facility Agent only obliged to distribute actual receipts	 	38
	 
	 	3.4	 	Effect of payment to Facility Agent	 	39
	 
	 	3.5	 	Application of money	 	39
	 
	 	3.6	 	Deductions and withholdings by Group Parties	 	40
	 
	 	3.7	 	Deductions and withholdings by or affecting the Facility Agent or a Subscriber	 	40
	 
	 	3.8	 	Currency of payments	 	41
	 
	 	3.9	 	Currency indemnity	 	41
	 
	 	3.10	 	Repayment following exchange rate fluctuations	 	41
	 
	 	3.11	 	Default interest	 	42
	 
	 	3.12	 	Group Parties to notify the Facility Agent of payments	 	43
	 
	 	3.13	 	Representation by the Subscribers	 	43
	4.	 	REPRESENTATIONS AND WARRANTIES	 	43
	 
	 	4.1	 	Legal representations and warranties	 	43
	 
	 	4.2	 	Additional representations and warranties by the Parent	 	45
	 
	 	4.3	 	US specific representations and warranties	 	47
	 
	 	4.4	 	Repetition of representations and warranties	 	48
	 
	 	4.5	 	Reliance on representations and warranties	 	49
	 
	 	4.6	 	No representations to the Group Parties	 	49
	 
	 	4.7	 	Acknowledgment of foreign currency risks	 	49
	5.	 	UNDERTAKINGS	 	49
	 
	 	5.1	 	General undertakings	 	49
	 
	 	5.2	 	Reports and information	 	52
	 
	 	5.3	 	Negative undertakings	 	54







 









 






	 	 	 	 	 	 	 
	 
	 	5.4	 	Financial undertakings	 	60
	 
	 	5.5	 	Hedging arrangements	 	62
	 
	 	5.6	 	New Group Security Providers	 	63
	 
	 	5.7	 	Introduction of a new Borrower	 	65
	 
	 	5.8	 	Excluded Subsidiaries	 	66
	 
	 	5.9	 	Underwriters' fees	 	66
	 
	 	5.10	 	Facility Agent's fee and expenses	 	67
	 
	 	5.11	 	Negotiation of bilateral facilities	 	67
	 
	 	5.12	 	Offer Undertakings	 	67
	 
	 	5.13	 	Supplemental Securities	 	69
	6.	 	DELETED	 	69
	7.	 	ASSET DISPOSALS AND ACQUISITIONS	 	69
	 
	 	7.1	 	Permitted asset disposals outside Group Members	 	69
	 
	 	7.2	 	Permitted asset disposals to Group Members	 	71
	 
	 	7.3	 	Permitted business acquisitions	 	71
	 
	 	7.4	 	Investment Account	 	73
	 
	 	7.5	 	Application of Repayment Amounts	 	75
	8.	 	DEFAULT	 	75
	 
	 	8.1	 	Events of Default	 	75
	 
	 	8.2	 	Consequences of an Event of Default	 	78
	 
	 	8.3	 	Review Event	 	78
	 
	 	8.4	 	High Yield Note Indenture	 	79
	9.	 	INCREASED COSTS AND CHANGE OF LAW	 	79
	 
	 	9.1	 	Increased costs	 	79
	 
	 	9.2	 	Indirect cost, reduction or payment	 	81
	 
	 	9.3	 	Notice of change of law	 	81
	 
	 	9.4	 	Termination and prepayment after change of law	 	81
	10.	 	INDEMNITIES	 	82
	 
	 	10.1	 	General indemnity	 	82
	 
	 	10.2	 	GST	 	83
	 
	 	10.3	 	Waiver processing fee	 	83
	 
	 	10.4	 	General costs	 	83
	11.	 	FACILITY AGENT	 	84
	 
	 	11.1	 	Appointment of Facility Agent	 	84
	 
	 	11.2	 	Nature of relationship	 	84
	 
	 	11.3	 	Instructions from Majority of Subscribers	 	84
	 
	 	11.4	 	Information to Subscribers	 	85
	 
	 	11.5	 	Events of Default	 	85
	 
	 	11.6	 	Performance of obligations of Facility Agent	 	86
	 
	 	11.7	 	Facility Agent may rely on certain matters	 	86







ii









 






	 	 	 	 	 	 	 
	 
	 	11.8	 	Facility Agent may assume certain matters	 	87
	 
	 	11.9	 	Offices of Subscribers	 	87
	 
	 	11.10	 	Identity of Subscribers	 	87
	 
	 	11.11	 	Facility Agent not responsible for monitoring	 	87
	 
	 	11.12	 	Disclosure of information concerning the Group	 	88
	 
	 	11.13	 	Group not concerned with authority of Facility Agent	 	88
	 
	 	11.14	 	Receipts and business activities of Facility Agent	 	88
	 
	 	11.15	 	Facility Agent as Subscriber	 	88
	 
	 	11.16	 	Protection of Facility Agent	 	88
	 
	 	11.17	 	Facility Agent indemnified by Subscribers	 	89
	 
	 	11.18	 	Change of Facility Agent	 	89
	 
	 	11.19	 	Dealings with Facility Agent	 	90
	 
	 	11.20	 	Facility Agent may instruct Security Trustee	 	90
	12.	 	REDISTRIBUTION OF PAYMENTS BETWEEN SUBSCRIBERS	 	91
	 
	 	12.1	 	Notice of direct receipts	 	91
	 
	 	12.2	 	Redistribution of excess payments	 	91
	 
	 	12.3	 	Reimbursement following clawback	 	91
	 
	 	12.4	 	Borrowers remain liable	 	91
	 
	 	12.5	 	Failure of all Subscribers to join in litigation	 	92
	 
	 	12.6	 	Calculation of foreign currency amounts	 	92
	13.	 	ASSIGNMENTS AND SUBSTITUTIONS	 	92
	 
	 	13.1	 	Assignment by Group Parties	 	92
	 
	 	13.2	 	Assignment by Subscriber	 	94
	 
	 	13.3	 	Substitution by Subscriber	 	94
	 
	 	13.4	 	Procedure for substitution	 	95
	 
	 	13.5	 	Consequences of substitution	 	96
	 
	 	13.6	 	Subparticipation	 	97
	 
	 	13.7	 	No deductions and withholdings or increased costs in certain circumstances	 	97
	 
	 	13.8	 	Subscriber to bear costs	 	97
	 
	 	13.9	 	Reduction of Commitments	 	98
	14.	 	FACILITY AGENT TO HOLD DEBENTURE STOCK FOR SUBSCRIBERS AND OTHERS	 	98
	 
	 	14.1	 	Undertaking to pay Facility Agent	 	98
	 
	 	14.2	 	Obligations to rank as Priority 1 Debenture Stockholder's Debt	 	98
	 
	 	14.3	 	Facility Agent to hold payment undertaking and Debenture Stock on trust	 	98
	 
	 	14.4	 	Waiver of annual security updates	 	99
	15.	 	CONFIDENTIALITY	 	99
	 
	 	15.1	 	General	 	99
	 
	 	15.2	 	Disclosure to assignees or substitutes	 	100
	16.	 	NOTICES	 	100







iii









 






	 	 	 	 	 	 	 
	 
	 	16.1	 	How to give a notice	 	100
	 
	 	16.2	 	When a notice is given	 	101
	 
	 	16.3	 	Address for notices	 	101
	 
	 	16.4	 	Reliance on notices	 	102
	17.	 	AMENDMENTS AND WAIVERS	 	102
	 
	 	17.1	 	Agreement of Facility Agent	 	102
	 
	 	17.2	 	Agreement of Majority of Subscribers	 	102
	 
	 	17.3	 	Agreement of all Subscribers	 	102
	 
	 	17.4	 	Waiver generally	 	103
	18.	 	GENERAL	 	103
	 
	 	18.1	 	Governing law	 	103
	 
	 	18.2	 	Waiver of immunity	 	104
	 
	 	18.3	 	Waiver of jury trial	 	104
	 
	 	18.4	 	Liability for Taxes and expenses	 	104
	 
	 	18.5	 	Giving effect to the Transaction Documents	 	105
	 
	 	18.6	 	Operation of the Transaction Documents	 	105
	 
	 	18.7	 	Operation of indemnities	 	105
	 
	 	18.8	 	Consents	 	105
	 
	 	18.9	 	Statements by the Facility Agent	 	105
	 
	 	18.10	 	Set-off	 	105
	 
	 	18.11	 	No merger	 	106
	 
	 	18.12	 	Exclusion of contrary legislation	 	106
	 
	 	18.13	 	Counterparts	 	106
	 
	 	18.14	 	Attorneys	 	106
	 
	 	18.15	 	Parties	 	106
	Schedules	 	 	 	 
	1.	 	BORROWERS	 	107
	2.	 	INITIAL SUBSCRIBERS	 	108
	2.	 	NEW SUBSCRIBERS	 	108
	3-1	 	CONDITIONS PRECEDENT	 	110
	3-2	 	CERTIFICATE	 	115
	4	 	NEW SECURITY DOCUMENTS	 	117
	5.	 	EXISTING ENCUMBRANCES	 	118







iv









 






	 	 	 	 	 	 	 
	6.	 	EXISTING JOINT VENTURES	 	119
	7.	 	EXISTING TREASURY TRANSACTIONS	 	120
	8.	 	US OBLIGORS	 	122
	9.	 	NON-CORE ASSETS	 	124
	10.	 	NOT USED	 	125
	11.	 	DISCLOSURES FOR THE PURPOSES OF CLAUSES 4.1 AND 4.2	 	126
	12.	 	SUBSTITUTION CERTIFICATE	 	127
	14.	 	IA WITHDRAWAL REQUEST	 	133







v









 






TLA SENIOR FUNDING AGREEMENT




DATE 16 January 2003




PARTIES





	 	 	Burns, Philp & Company Limited ABN 65 000 000 359 (the “Parent”)
	 
	 	 	The entities listed in schedule 1 (each an “Initial Borrower”)
	 
	 	 	Credit Suisse First Boston, Melbourne Branch ABN 17 061 700 712 (the
“Lead Arranger and Underwriter ”)
	 
	 	 	BOS International (Australia) Limited ABN 23 066 601 250 and Credit
Agricole Indosuez Australia Limited ABN 32 002 540 409) (each a “Co-Lead
Arranger and Underwriter”)
	 
	 	 	Credit Suisse First Boston, Melbourne Branch ABN 17 061 700 712 (the
“Facility Agent”)
	 
	 	 	The financial institutions listed in schedule 2 (each an “Initial
Subscriber”)





RECITALS





	A.	 	The Parent and various Subsidiaries have raised financial accommodation
from a range of financiers. That financial accommodation includes the
financial accommodation which is governed by the Existing Senior Loan
Agreements.
	 
	B.	 	BPC1 has made an offer to acquire all of the issued shares in Goodman and
proposes to acquire those shares in accordance with the Bid Documents.
	 
	C.	 	The Subscribers are prepared to subscribe for and pay up any unpaid
amount of Debentures, the proceeds of which are to be applied for an
Eligible Purpose, on the terms set out in this document and the Facility
Agreements.
	 
	D.	 	It is intended that the Securities that have already been granted to the
Security Trustee and the New Security Documents secure amounts owing under
this document and the Facility Agreements.





OPERATIVE PROVISIONS





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The following definitions apply in this document.
	 
	 	 	“Accounts” means, for a period, a profit and loss statement and statement
of cashflows for that period, and a balance sheet as at the end of that
period, together with any notes to them and any statement or report
(including any directors’ declaration and any auditors’ report) that is
required by applicable law to be prepared in relation to them.
	 
	 	 	“Affiliate” means, when used with respect to a specified person, another
person that directly or indirectly through one or more intermediaries
controls, directly or indirectly,




1









 






	 	 	the power to direct or cause the direction of the management or policies
of the person specified, whether through the ownership of voting
securities, by contract or otherwise or is controlled by or is under
common control with the person specified.
	 
	 	 	“Agreed Hedging Program” means the Parent’s interest rate and foreign
exchange risk management program for Group Members as agreed by the
Parent and the Facility Agent (acting on the instructions of a Majority
of Subscribers) from time to time.
	 
	 	 	“Arranger” means each of the Lead Arranger and Underwriter and each
Co-Lead Arranger and Underwriter.
	 
	 	 	“Associate” means:






	(a)	 	each Existing Joint Venture; and
	 
	(b)	 	any other corporation, partnership, joint venture, trust or
other entity that the Parent is required by GAAP to recognise in its
Accounts on an equity accounting basis.






	 	 	“Associate Limit” means the aggregate of:






	(a)	 	AUD40,000,000; and
	 
	(b)	 	5% of EBITDA of the Group for the period of 12 months ending
on the most recent 30 June or 31 December.






	 	 	“AUD Bank Bill Rate” means, for a period:






	(a)	 	the rate, expressed as a yield per cent per annum (rounded up
(if necessary) to 4 decimal places) that is quoted as the average
bid rate on the Reuters monitor system page “BBSY” (or any page that
replaces that page) at about 10.30 am (Melbourne time) on the first
day of that period, for bank-accepted bills of exchange that have a
tenor equal to (or no more than 2 Business Days shorter or longer
than) that period; or
	 
	(b)	 	if no average bid rate is published in accordance with
paragraph (a), the bid rate available to the Facility Agent at about
11.00 am (Melbourne time) on that day, as conclusively determined in
good faith by the Facility Agent, for bank-accepted bills of
exchange that have the tenor described in that paragraph.






	 	 	“AUD Base Rate” means:






	(a)	 	for a period for which a rate is normally quoted on the
Reuters monitor system page “BBSY” (or any page that replaces that
page), or for a period that is no more than 2 Business Days shorter
or longer than such a period — the relevant AUD Bank Bill Rate; and
	 
	(b)	 	for any other period – the rate that the Facility Agent
calculates by straight-line interpolation in accordance with market
practice.






	 	 	“AUD Cash Rate” means, on any day, the rate quoted on that day as the
official cash rate target shown on the Reuters monitor system page “RBA
27”.




2









 






	 	 	“AUD Equivalent” means:






	(a)	 	for an amount denominated in Australian Dollars, that amount; and
	 
	(b)	 	for an amount denominated in any other currency on a day, the
amount of Australian Dollars that would purchase that amount in that
currency at the relevant Spot Rate for that day.






	 	 	“AUD Facility Cap” means, on any day:






	(a)	 	the sum of the Facility Commitments as at the date of this
document (ie AUD 1,400,000,000);






	 	 	less:






	(b)	 	the sum of:






	(i)	 	the AUD Equivalent of any repayment that is
made on or before that date under the Term A Facility
Agreement (calculated, for each repayment, at the Spot Rate
that applied on the date of the repayment); and
	 
	(ii)	 	the amount (if any) by which the Parent has
reduced the Commitments under clause 8 of the Revolving
Facility Agreement on or before that date.






	 	 	“Australian Dollar” and “AUD” mean the lawful currency of Australia.
	 
	 	 	“Authorisation” means:






	(a)	 	an authorisation, permit, licence, consent, declaration,
exemption, notarisation, approval or waiver, however it is
described; and
	 
	(b)	 	in relation to anything that will be prohibited or restricted
by law if a Government Agency acts in any way within a specified
period, the expiry of that period without that action being taken,






	 	 	including any renewal or amendment.
	 
	 	 	“Authorised Representative” means:






	(a)	 	for an Arranger or a Subscriber:






	(i)	 	a company secretary or director, or an
employee whose title includes the word “manager”,
“director” or “President”;
	 
	(ii)	 	a person who is acting temporarily in one
of those positions; or
	 
	(iii)	 	a person, or a person holding a position,
nominated by it to the Parent and the Facility Agent;




3









 












	(b)	 	for the Facility Agent:






	(i)	 	a company secretary or director, or an
employee whose title includes the word “manager”,
“director” or “President”;
	 
	(ii)	 	a person who is acting temporarily in one
of those positions; or
	 
	(iii)	 	a person, or a person holding a position,
nominated by it to the Parent and each Subscriber; and






	(c)	 	for a Group Party, a person nominated by the Parent to the
Facility Agent in a notice that is accompanied by, and certifies the
correctness of, a copy of the signature of that person.






	 	 	“Banking Day” means, in relation to a place, a day (other than a
Saturday, Sunday or public holiday) on which banks are open for general
banking business, and for dealings in foreign exchange and foreign
currency deposits, in that place.
	 
	 	 	“Base Rate” means:






	(a)	 	for a Funding Portion or other amount denominated in
Australian Dollars, the AUD Base Rate;
	 
	(b)	 	for a Funding Portion or other amount denominated in Canadian
Dollars, the CAD Base Rate;
	 
	(c)	 	for a Funding Portion or other amount denominated in Euro,
the Euro Base Rate;
	 
	(d)	 	for a Funding Portion or other amount denominated in New
Zealand Dollars, the NZD Base Rate; and
	 
	(e)	 	for a Funding Portion or other amount denominated in United
States Dollars, the USD Base Rate.






	 	 	“Bid Documents” means the offer document by BPC1, to purchase all the
ordinary shares in Goodman.
	 
	 	 	“Borrower” means an Initial Borrower or a New Borrower.
	 
	 	 	“BPC1” means BPC1 Pty Limited (ABN 45 101 665 918).
	 
	 	 	“BP US” means Burns Philp Inc, a Delaware corporation.
	 
	 	 	“Bridge Facility” means the NZ $250,000,000 unsecured subordinated bridge
facility provided under the Capital Notes Bridge Facility Agreement.
	 
	 	 	“Business Day” means:






	(a)	 	for determining when a notice, consent or other communication
is given, a day that is not a Saturday, Sunday or public holiday in
the place to which the notice, consent or other communication is
sent;




4









 






	(b)	 	for any other purpose involving Euro (including in relation
to a payment to be made in, or a transaction or calculation
involving, Euro), a day that is a TARGET Business Day;
	 
	(c)	 	for any other purpose involving any other currency (including
in relation to a payment to be made in, or a transaction or
calculation involving, that currency), a day (other than a Saturday,
Sunday or public holiday) on which banks and foreign exchange
markets are open for general banking business:






	(i)	 	for Australian Dollars, in Sydney and
Melbourne;
	 
	(ii)	 	for Canadian Dollars, in Toronto;

	 
	(iii)	 	
for New Zealand Dollars, in Auckland and Wellington;

	 
	(iv)	 	
for United States Dollars, in New York and London; and






	(d)	 	for any other purpose a day (other than a Saturday, Sunday or
public holiday) on which banks are open for general banking business
in Melbourne and Sydney.






	 	 	“CAD Base Rate” means:






	(a)	 	for a period for which a rate is normally quoted on the
Reuters monitor system page “CDOR” (or any page that replaces that
page), or for a period that is no more than 2 Business Days shorter
or longer than such a period – the relevant CDOR; and
	 
	(b)	 	for any other period – the rate that the Facility Agent
calculates by straight-line interpolation in accordance with market
practice.






	 	 	“Calculation Date” means each Quarter Date each year commencing on the
first Quarter Date after Goodman becomes a Wholly-Owned Subsidiary of the
Parent for at least one Quarter Period or, if earlier, 30 September 2003.
	 
	 	 	“Canadian Dollar” and “CAD” mean the lawful currency of Canada.
	 
	 	 	“Capex ” means actual expenditure by a Group Member for equipment, fixed
assets, real property or improvements, or for replacements or
substitutions therefore or additions thereto, that would be treated as
capital expenditure by GAAP.
	 
	 	 	“Capital Notes” means the unsecured subordinated capital notes having an
aggregate face value of not more than NZ$300,000,000 to be issued by
Burns Philp Finance New Zealand Limited pursuant to the Capital Notes
Trust Deed or any other unsecured, subordinated debt instrument issued
by a Group Member which ranks in priority after the High Yield Notes and
New High Yield Notes.
	 
	 	 	“Capital Notes Bridge Facility Agreement” means the subordinated bridge
facility agreement dated 16 January 2003 between BPC1, the Parent, the
financiers named therein and the agent named therein.
	 
	 	 	“Capital Notes Trust Deed” means the trust deed referred to in the
summary terms and conditions (attached as schedule 1 to the Capital Notes
Underwriting Agreement).




5









 






	 	 	“Capital Notes Underwriting Agreement” means the agreement dated 12
December 2002 between First NZ Capital Securities (as underwriter,
co-lead manager and organising broker), Burns Philp Finance New Zealand
Limited, the Parent and BPC1 and any other party that accedes to that
agreement as an underwriter or co-lead manager.
	 
	 	 	“Cash Restructuring Costs” means Restructuring Costs expended in cash.
	 
	 	 	“CDOR” means, for a period:






	(a)	 	the rate, expressed as a yield per cent per annum (rounded up
(if necessary) to 4 decimal places) that is quoted as the average
buying rate on the Reuters monitor system page “CDOR” (or any page
that replaces that page) at about 10.00 am (Toronto time) on the
first day of that period for banker’s acceptances that have a tenor
equal to (or no more than 2 Business Days shorter or longer than)
that period; or
	 
	(b)	 	if no average buying rate is published in accordance with
paragraph (a), the rate available to the Facility Agent at about
10.30 am (Toronto time) on that day, as conclusively determined in
good faith by the Facility Agent, as the buying rate for banker’s
acceptances that have a term equal to (or no more than 2 Business
Days shorter or longer than) the period.






	 	 	“Code” means the United States Internal Revenue Code of 1986, as amended.
	 
	 	 	“Commitment” has the same meaning as in a Facility Agreement.
	 
	 	 	“Consolidated Cash” on any day shall mean the consolidated cash
(including cash held in an Investment Account) on the Parent’s
consolidated balance sheet on such day and held by the Parent or any
Group Member in accounts located in Australia, Canada, The Netherlands,
New Zealand or the United States up to USD50,000,000 in the aggregate.
	 
	 	 	“Control Date” means the date on which individuals appointed or nominated
by the Parent or its Affiliates (other than Goodman and its Affiliates
immediately prior to such date) constitute a majority of the board of
directors of Goodman.
	 
	 	 	“Controller” means, in relation to a person’s property:






	(a)	 	a receiver or receiver and manager of that property; or
	 
	(b)	 	anyone else who (whether or not as agent for the person) is
in possession, or has control, of that property to enforce an
Encumbrance.






	 	 	“Converting Preference Shares” means the converting preference shares
issued by the Parent prior to the date of this document.
	 
	 	 	“Cost Savings” means:






	(a)	 	an initial amount of AUD50,000,000 in respect of the
acquisition of shares in Goodman and an initial amount of
AUD8,000,000 in respect of the acquisition of the Fleischmann
business unit from Kraft Foods International Inc., as each such
amount is reduced on each Calculation Date by the annualised
realised cost savings achieved in the quarter ending on that
Calculation Date from the




6









 






	 	 	integration of Goodman and the Fleischmann business unit into the
Group, which realised cost savings and reductions have been
verified by a firm of chartered accountants acceptable to the
Facility Agent (acting reasonably), and a copy of that review has
been delivered to the Facility Agent, provided that:






	(i)	 	the amount in respect of the acquisition of shares in Goodman and integration of Goodman into the Group,
shall reduce to zero by the date which is 12 months after
Goodman becomes a Wholly-Owned Subsidiary of the Parent; and
	 
	(ii)	 	the amount in respect of the acquisition and
integration of the Fleischmann business unit into the Group,
shall reduce to zero on the date which is 12 months after the
earlier of the date the Parent receives all Brazilian
anti-trust approvals required in relation to the acquisition
of the Fleischmann business unit and 30 June 2003; and






	(b)	 	in relation to any acquisition (other than an acquisition
referred to in paragraph (a)), an amount in respect of a cost saving
plan (including the amount, time frame and anticipated milestone
dates for any cost savings) agreed between the Parent and the
Facility Agent (acting reasonably) in relation to that acquisition.






	 	 	“Co-Trustee” means JPMorgan Chase Bank.
	 
	 	 	“Debenture” means a Revolving Debenture, a Term Debenture or both, as the
context requires.
	 
	 	 	“Debenture Trust Deed” means the deed entitled “Deed of Debenture Trust”
to be entered into between, amongst others, the Parent, the entities
listed in schedule 1 to that deed and the party named as security trustee
in that deed.
	 
	 	 	“Debt Service Cover Ratio” means, for a period, the ratio of A:B, where:






	A 	 	is EBITDA for that period less the sum of:






	(a)	 	Capex during that period; and
	 
	(b)	 	Tax paid in respect of that period; and
	 
	(c)	 	for any period commencing after 31 December 2002,
net increases in the working capital of the Group in that
period (other than any net increases that arise as a result of
or in connection with the unwind of any debtor securitisation
of Goodman or its Subsidiaries),






	 	 	plus any net decreases in the working capital of the Group in that period.
	 
	B 	 	is the sum of:






	(a)	 	the principal amount of Funding Portions and Paid
Up Amount of Term Debentures that fall due for payment under
clause 8.3 of the Term A Facility Agreement, the principal
amount of any advances that fall due for payment under section
2.11 of the Term B Facility Agreement and any other scheduled
repayments of principal, or amounts in the nature of principal,
in




7









 






	 	 	respect of the Financial Indebtedness of the Group over that
period (excluding any amounts which fall due for payment under
those clauses as a result of the Transactions); and
	 
	(b)	 	Net Interest Expense over that period, but
excluding:






	(i)	 	interest, the payment of which is
suspended under the Capital Notes Bridge Facility
Agreement or Capital Notes under and in accordance with
clause 5.3(i); and
	 
	(ii)	 	capitalised interest,






	 	 	calculated for the Group on a consolidated basis. Solely for the purpose
of determining the Debt Service Cover Ratio for the period of 12 months
ending on the first and second Calculation Dates, the amount of Tax,
principal and Net Interest Expense described above for any such period
shall be deemed to be (a) in respect of the period ended on the first
Calculation Date, the amount of Tax, principal and Net Interest Expense,
respectively, for the six months ended on such date, multiplied by 2, and
(b) in respect of the period ended on the second Calculation Date, the
amount of Tax, principal and Net Interest Expense, respectively, for the
nine months ended on such date, multiplied by 4/3.
	 
	 	 	“Default Interest Period” means, for an unpaid amount, a period of 30
days (or any other period the Facility Agent selects) beginning on the
day on which the amount falls due, or on the last day of another Default
Interest Period for that amount.
	 
	 	 	“Default Margin” means on any day, the amount per cent per annum
determined in accordance with the following table by reference to the
most recent Gearing Ratio as advised under clause 5.2(c):





	 	 	 	 	 
	 Gearing Ratio
	 	Applicable Margin

	3.51 times or greater
	 	 	4.50	%
	3.26 times or greater but less than 3.51 times
	 	 	4.25	%
	3.01 times or greater but less than 3.26 times
	 	 	4.00	%
	2.51 times or greater but less than 3.01 times
	 	 	3.75	%
	Less than 2.51 times
	 	 	3.50	%








	 	 	“Default Rate” means, for an unpaid amount over a Default Interest
Period, the rate per cent per annum that is the sum of:






	(a)	 	the Base Rate for the Default Interest Period for the
currency in which the amount is denominated; and
	 
	(b)	 	the Default Margin on the first day of the Default Interest
Period.




8









 












	 	 	“Drawdown Date” has the same meaning as in a Facility Agreement.
	 
	 	 	“Drawdown Notice” has the same meaning as in a Facility Agreement.
	 
	 	 	“EBIT” means for the Group for a period, an amount equal to the
consolidated net profit after tax of the Group for the period that would
be disclosed by consolidated financial statements of the Group if they
were prepared in accordance with GAAP as at the last day of that period,
after:






	(a)	 	deducting an amount equal to:






	(i)	 	profits relating to unrealised revaluations
included in consolidated net profit after tax;
	 
	(ii)	 	profits realised on the sale or other
disposition of any asset not manufactured or acquired for
disposal in the ordinary course of ordinary business or
unusual in nature; and
	 
	(iii)	 	unrealised exchange gains included in
consolidated net profit after tax; and






	(b)	 	adding back an amount equal to:






	(i)	 	the provision for income tax and other
taxation (if any) levied in Australia or anywhere else on
or by reference to income or profits relating to that
period;
	 
	(ii)	 	the Net Interest Expense for that period;
	 
	(iii)	 	losses realised on the sale or other
disposition of any asset not manufactured or acquired for
disposal in the ordinary course of ordinary business or
unusual in nature (including as a result of revaluations),
to the extent that those losses have been charged against
that profit;
	 
	(iv)	 	unrealised exchange losses relating to that
period;
	 
	(v)	 	any Restructuring Costs;
	 
	(vi)	 	without double counting, any annualised
realised cost savings relating to that period that have
been reviewed by a firm of chartered accountants acceptable
to the Facility Agent (acting reasonably); and
	 
	(vii)	 	outside equity interests of Associates relating to that
period.






	 	 	For the purposes of calculating EBIT for any Subsidiary or business
acquired in any period, provided such EBIT has been verified by a
firm of chartered accountants acceptable to the Facility Agent
(acting reasonably) and a copy of that review delivered to the
Facility Agent, EBIT will be adjusted to take into account the
effects of any acquisitions made during the period. The
adjustments will be made on the basis that the acquired Subsidiary
or business had been acquired on




9









 






	 	 	the first day of the period and the EBIT for that acquired
Subsidiary or business for the whole of the period was included in
the EBIT of the Group for that Period.






	 	 	“EBITDA” means for the Group for a period, the sum of:






	(a)	 	EBIT for the Group for that period; and
	 
	(b)	 	depreciation and amortisation on fixed and other assets
(including goodwill) of the Group on a consolidated basis during
that period,






	 	 	that would be disclosed by consolidated financial statements of the Group
if they were prepared in accordance with GAAP as at the last day of that
period.
	 
	 	 	“Eligible Purpose” means each of the following purposes:






	(a)	 	to refinance the financial accommodation that is governed by
the Existing Senior Loan Agreements;
	 
	(b)	 	to acquire shares or options in Goodman;
	 
	(c)	 	to refinance any financial accommodation of Goodman or its
Subsidiaries once Goodman is a Wholly-Owned Subsidiary of the
Parent;
	 
	(d)	 	to refinance any financial accommodation of Goodman or its
Subsidiaries once Goodman is a Subsidiary of the Parent but before
Goodman becomes a Wholly-Owned Subsidiary of the Parent, to the
extent such financial accommodation must be refinanced to ensure
that the borrower is not in default of its obligations under the
document governing that financial accommodation or the maturity date
for that financial accommodation has occurred or to ensure that the
Group is not in default of its obligations under any financing
arrangements;
	 
	(e)	 	to pay any transaction costs relating to the acquisition of
shares or options in Goodman, all debt, asset sales and related
transaction costs (including all legal fees, brokerage fees,
accounting fees and other advisory fees);
	 
	(f)	 	to fund the working capital requirements of the Group;
	 
	(g)	 	to make inter-company loans to Goodman and its Subsidiaries
once Goodman is a Subsidiary of the Parent or to other Group Members
for any of the purposes referred to in paragraphs (e) and (f) above;
	 
	(h)	 	to refinance the financial accommodation that is governed by
the TLA Bridge Facility.






	 	 	“Employee Benefit Plan” means any “employee benefit plan” as defined in
section 3(3) of ERISA, or any “plan” as defined in section 4975(e)(1) of

the Code, other than a multiemployer plan within the meaning of section
3(37) of ERISA and which is subject to ERISA or the Code.
	 
	 	 	“Encumbrance” means a mortgage, charge, pledge, lien, hypothecation,
title retention or deferred purchase price arrangement, a right of
set-off or right to withhold payment of a deposit or other money, a
notice under section 255 of the Income Tax Assessment Act 1936




10









 












or any similar legislation, or an agreement to create any of them or to
allow any of them to exist.




“Environmental Law” means any statute, law or requirement (if the
requirement has the force of law) of a Government Agency:




	(a)	 	relating to the storage, handling or transportation of waste,
dangerous goods or hazardous materials;
	 
	(b)	 	relating to occupational health and safety; or
	 
	(c)	 	which has as one of its purposes or effects the protection of
the environment.






	 	 	“Equity Interests” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests
in a trust or other equity interests in any person, or any obligations
convertible into or exchangeable for, or giving any person a right,
option or warrant to acquire such equity interests or such convertible or
exchangeable obligations.
	 
	 	 	“ERISA” means the United States Employee Retirement Income Security Act
of 1974, as amended.
	 
	 	 	“ERISA Subsidiary” means any person that is a member of a controlled
group of corporations, or of a group of trades or businesses under common
control, within the meaning of section 414(b) or 414(c) of the Code,
which, in either case, includes BP US or the Parent or, solely for
purposes of liability under section 412 of the Code or section 302 of
ERISA, a group of trades or businesses which, together with BP US or the
Parent, as the case may be, is treated as a single employer under section
414(n) or 414(o) of the Code.
	 
	 	 	“Escrow Deed” means the deed to be entered into between, amongst others,
the Parent, the Facility Agent and the party named as security trustee in
that document.
	 
	 	 	“EURIBOR” means, for a period:






	(a)	 	the rate determined by the Facility Agent to be the
arithmetic mean, expressed as a percentage per annum (rounded up (if
necessary) to 4 decimal places), of the rates quoted at or about
11.00 am (London time) 2 TARGET Business Days before the first day
of that period, for a period equal or comparable to that period and
for value on the first day of that period, on the Dow Jones Telerate
Services page “248” (or any page that replaces that page); or
	 
	(b)	 	where the page referred to in paragraph (a) is not available,
or less than 2 rates are quoted on that page at that time, the rate
determined by the Facility Agent to be the arithmetic mean of the
rates expressed as a percentage per annum (rounded up (if necessary)
to 4 decimal places), at which deposits:






	(i)	 	denominated in Euro;
	 
	(ii)	 	for the same or a comparable amount;
	 
	(iii)	 	for a period equal or comparable to that period; and




11









 






	(iv)	 	for value on the first day of that period,






	 	 	are offered to the Facility Agent by prime banks, in the interbank
market selected by it, at or about 11.00 am (local time in the
place of that market) 2 TARGET Business Days before the first day
of that period.






	 	 	“Euro” means the lawful currency of the member states of the European
Union that adopted a single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European
Union.
	 
	 	 	“Euro Base Rate” means:






	(a)	 	for a period for which a rate is normally quoted on the Dow
Jones Telerate Services page “248” (or any page that replaces that
page), or for a comparable period – the relevant EURIBOR; and
	 
	(b)	 	for any other period – the rate that the Facility Agent
calculates by straight-line interpolation in accordance with market
practice.






	 	 	“Event of Default” means an event or circumstance described in clause
8.1.
	 
	 	 	“Excluded Asset” means an asset listed in schedule 9.
	 
	 	 	“Excluded Subsidiary” has the meaning set out in clause 5.8.
	 
	 	 	“Excluded Tax” means a Tax on net income in any jurisdiction, other than:






	(a)	 	a Tax that is calculated on or by reference to the gross
amount of any payment derived by a party under a Transaction
Document or the transactions that a Transaction Document
contemplates (unless the Tax is imposed because the party has not
given its tax file number to the person who made the payment or
because the party has not complied with an applicable certification,
information, documentation or other reporting requirement under
applicable law); or
	 
	(b)	 	a Tax that is imposed because a party is regarded as being
subject to tax in a jurisdiction solely because it is a party to a
Transaction Document or solely because it is participating in the
transactions that a Transaction Document contemplates (or both).






	 	 	“Existing Encumbrance” means an Encumbrance described in schedule 5.
	 
	 	 	“Existing Joint Venture” means a joint venture described in schedule 6
and in the Group Structure Chart.
	 
	 	 	“Existing Senior Loan Agreement” means:






	(a)	 	the senior funding agreement dated 2 August 2001 made between
the Parent, the entities listed in schedule 1 to that agreement,
Credit Suisse First Boston, Melbourne Branch, The Toronto-Dominion
Bank and the financial institutions listed in schedule 2 to that
agreement, as amended;




12









 






	(b)	 	the term loan facility agreement dated 2 August 2001 made
between the Parent, the entities listed in schedule 1 to that
agreement, Credit Suisse First Boston, Melbourne Branch and the
financial institutions listed in schedule 2 to that agreement; and
	 
	(c)	 	the revolving loan facility agreement dated 2 August 2001
made between the Parent, the entities listed in schedule 1 to that
agreement, Credit Suisse First Boston, Melbourne Branch and the
financial institutions listed in schedule 2 to that agreement.






	 	 	“Existing Treasury Transaction” means a Treasury Transaction that a Group
Member is a party to as at the date of this document, as described in
schedule 7.
	 
	 	 	“Face Value Amount” has the same meaning as in a Facility Agreement.
	 
	 	 	“Facility” has the same meaning as in a Facility Agreement.
	 
	 	 	“Facility Agreement” means each of the Term A Facility Agreement and the
Revolving Facility Agreement.
	 
	 	 	“Facility Commitment” has the same meaning as in a Facility Agreement.
	 
	 	 	“Financial Indebtedness” means an obligation (whether present or future,
actual or contingent) to pay or deliver any money or commodity under or
in respect of any financial accommodation including under or in respect
of any:






	(a)	 	money borrowed or raised;
	 
	(b)	 	redeemable or repurchaseable share or stock;
	 
	(c)	 	bill of exchange, promissory note or other financial
instrument (whether or not transferable or negotiable);
	 
	(d)	 	put option or buyback or discounting arrangement in respect
of any property;
	 
	(e)	 	lease, licence or other arrangement in respect of any
property entered into primarily to raise finance or to finance the
acquisition of that property (other than a lease, licence or
arrangement which may be accounted for as an operating lease under
applicable generally accepted accounting principles);
	 
	(f)	 	hire purchase arrangement in respect of any property;
	 
	(g)	 	deferral of a payment obligation for any property or service
entered into in the ordinary course of ordinary business, where the
payment obligation is deferred for more than 180 days and the
deferral of the payment obligation is structured to achieve the same
or similar commercial effect to financial accommodation by way of
money borrowed or raised;
	 
	(h)	 	interest or currency swap or hedge arrangement, financial
option, futures contract or analogous transaction that is structured
to achieve the same or a similar commercial effect to financial
accommodation by way of money borrowed or raised; or




13









 






	(i)	 	arrangement which achieves the same or a similar commercial
effect as or to any of the above,






	 	 	and any Guarantee of Financial Indebtedness of another person.
	 
	 	 	“Financial Quarter” means a period of 3 calendar months ending on a 30
September, 31 December or 31 March.
	 
	 	 	“Financial Year” means a period of 12 calendar months ending on a 30
June.
	 
	 	 	“Foreign Pension Plan” means any plan, fund (including any superannuation
fund) or other similar program established or maintained outside the
United States of America by the Parent or any Subsidiary primarily for
the benefit of employees residing outside the United States of America of
the Parent or any Subsidiary which plan, fund or other similar program
provides for retirement income for such employees in contemplation of
retirement or provides for payments to be made to such employees upon
termination of employment, and which plan is not subject to ERISA or the
Code.
	 
	 	 	“Free Cash Flow” means, for a period, the sum (excluding double counting)
of:






	(a)	 	for the Group:






	(i)	 	the sum of:






	(A)	 	EBIT for the Group for the period;
	 
	(B)	 	the aggregate of depreciation and
amortisation for the Group in respect of intangible
assets, prepaid slotting fees, tangible fixed assets,
real property and plant and equipment for the period;
	 
	(C)	 	an amount equal to the net proceeds
of sale or other disposal actually received by the Group
of any fixed assets or businesses sold during the period
where the net proceeds of sale or disposal were not paid
into an Investment Account or applied in prepayment of
outstanding Funding Portions to reduce the Paid Up
Amount of Term Debentures under clause 8.2(a) of the
Term A Facility Agreement or prepayment of outstanding
advances under section 2.13 of the Term B Facility
Agreement (excluding assets disposed of in accordance
with clauses 7.1(c) or 7.2); or
	 
	(D)	 	any decrease in working capital of
the Group in the period as disclosed in the most recent
consolidated statement of cashflows of the Group has
changes in trade debtors, inventories and trade
creditors; and
	 
	(E)	 	without double counting, cash
receipts that the Group received over the period in
respect of unusual items and extraordinary items as
reported in the Accounts,






	 	 	less






	(ii)	 	the sum of:




14









 












	(A)	 	equity accounted EBIT for the Group
for the period in connection with Associates;
	 
	(B)	 	profit or loss on the sale of
non-current assets (as shown on the balance sheet
forming part of the consolidated Accounts of the Group
over the period);
	 
	(C)	 	amounts that the Group paid over the
period for increases in share capital of Majority-Owned
Subsidiaries and Associates;
	 
	(D)	 	Net Interest Expense for the Group
for the period (including, without limitation, in
respect of the Bridge Facility and the Capital Notes but
excluding interest, the payment of which is suspended
under the Bridge Facility or Capital Notes under and in
accordance with clause 5.3(i));
	 
	(E)	 	prepaid slotting payments paid by the
Group over the period;
	 
	(F)	 	tax expenses that the Group accrued
over the period;
	 
	(G)	 	an amount equal to all Capex that the
Group actually expended over the period;
	 
	(H)	 	without double counting, cash
expenditure that the Group incurred over the period in
respect of unusual items and extraordinary items as
reported in the Accounts;
	 
	(I)	 	amounts that the Group transferred
over the period to Associates for capital expenditure or
other set up costs;






	(J)  (1)	 	any voluntary repayment over the
period of Funding Portions by a reduction in the Paid Up
Amount of the Term Debentures under the Term A Facility
Agreement, or any voluntary repayment over the period of
advances under section 2.12 of the Term B Facility
Agreement;
	 
	(2)	 	any mandatory repayment
over the period of Funding Portions by a reduction
in the Paid Up Amount of the Term Debentures under
the Term A Facility Agreement, or any mandatory
repayment over the period of advances under
section 2.13 of the Term B Facility Agreement;






	(K)	 	any dividends paid over the period on
the Converting Preference Shares (up to conversion);
	 
	(L)	 	any Cash Restructuring Costs;
	 
	(M)	 	any increase in working capital of
the Group in the period as disclosed in the most recent
consolidated cashflows of the Group as changes in trade
debtors, inventories and trade creditors;




15









 






	(N)	 	establishment and up front fees
payable to financiers that are incurred in connection
with the Transactions up to a maximum amount of
AUD20,000,000 and any other fees incurred in connection
with the Transactions (including, without limitation,
legal fees, accounting fees and other advisory fees);
	 
	(O)	 	any costs, fees and expenses incurred
by Goodman and its Subsidiaries and payable by the Group
incurred in connection with Goodman’s defence of the
Offer or any Options Offer;
	 
	(P)	 	the amount paid in cash equal to the
net payments for the purchase or acquisition of a
business by any Group Member, whether by way of
acquisition of shares or net assets, to the extent that
it is funded from existing cash resources of the Group
(excluding cash proceeds raised in connection with such
purchase or acquisition); and
	 
	(Q)	 	any annualised unrealised cost
savings relating to that period (to the extent included
in EBIT) that have been verified by a firm of chartered
accountants acceptable to the Facility Agent (acting
reasonably),






	(b)	 	the greater of:






	(i)	 	50% of the Group’s share (determined by reference
to its proportionate ownership interest in the Associate) of
the net profit after tax of each Associate for the period,
determined in accordance with GAAP; and
	 
	(ii)	 	the amount of dividends or cash distributions
that Associates actually pay to Group Members over the period
(after allowing for amounts that have been taken into account
under paragraph (b)(i) in previous periods).






	 	 	“Funding Portion” has the same meaning as in a Facility Agreement.
	 
	 	 	“GAAP” means generally accepted accounting principles in Australia,
consistently applied.
	 
	 	 	“Gearing Ratio” means, for a period, the ratio of Net Total Debt of the
Group (excluding the principal amount of the Bridge Facility and the
Capital Notes) on the last day of that period to LTM EBITDA of the Group
for that period.
	 
	 	 	“Gelatin Disposal” means the disposal by the Parent, Goodman or its
Subsidiaries of the remaining Leiner Davis Gelatin business and the joint
venture interest in the Ecuadorian gelatin business of Goodman.
	 
	 	 	“GF Program Receivables” means all trade or debtor receivables and
related contract rights originated and owned by Goodman or any of its
Subsidiaries and sold pursuant to the GMF Securitisation Facility.
	 
	 	 	“GMF Notes” means the USD200,000,000 principal amount of guaranteed
senior notes issued by a Subsidiary of Goodman and due in 2011.




16









 






	 	 	“GMF Securitisation Facility” means the facility for the sale of, or
transfer of interests in, GF Program Receivables to which Goodman and one
or more of its Subsidiaries are a party as at the date of this document.
	 
	 	 	“Goodman” means Goodman Fielder Limited (ABN 44 000 003 958).
	 
	 	 	“Government Agency” means:






	(a)	 	a government or government department or other body;
	 
	(b)	 	a governmental, semi-governmental or judicial person; or
	 
	(c)	 	a person (whether autonomous or not) who is charged with the
administration of a law under statute or the rules of any stock
exchange.






	 	 	“Group” means the Parent, the Subsidiaries and the Associates from time
to time.
	 
	 	 	“Group Member” means the Parent and any Subsidiary from time to time.
	 
	 	 	“Group Party” means a Group Member that is a party to a Transaction
Document.
	 
	 	 	“Group Security Provider” means a Group Member that is a grantor of a
Security.
	 
	 	 	“Group Structure Chart” means the document in the agreed form comprising
a chart and any attached supplementary information that shows the
structure of the Group and incorporates a list of the Group Members and
other details relating to them.
	 
	 	 	“Guarantee” means a guarantee, indemnity, letter of credit, performance
bond, acceptance or endorsement, or other undertaking or obligation:






	(a)	 	to provide funds (including by the purchase of property), or
otherwise to make property available, in or to enable payment or
discharge of;
	 
	(b)	 	to indemnify against the consequences of default in the
payment of; or
	 
	(c)	 	otherwise to be responsible for,






	 	 	an obligation (whether or not it involves the payment of money), or
otherwise to be responsible for the solvency or financial condition, of
any other person.
	 
	 	 	“High Yield Note Indenture” means the indenture dated as of June 21,
2002, among Burns Philp Capital Pty Limited, the Parent, the subsidiary
guarantors (as defined therein) from time to time and The Bank of New
York.
	 
	 	 	“High Yield Notes” means the 93/4% senior subordinated notes due 15
July 2012 issued by Burns Philp Capital Pty Limited pursuant to the High
Yield Note Indenture, any additional notes (Additional Notes) issued
under such High Yield Note Indenture from time to time and any other
notes or other debt instruments issued from time to time which rank pari
passu with such High Yield Notes or Additional Notes (including, without
limitation, the New High Yield Notes).
	 
	 	 	“IA Withdrawal Request” means a notice in substantially the form set out
in schedule 14.




17









 






	 	 	“Insolvency Event” means, in respect of a person:






	(a)	 	an order being made, or the person passing a resolution, for
its winding up, dissolution or deregistration;
	 
	(b)	 	an application being made to a court for an order for
protection from creditors or for its reorganisation, winding up,
dissolution or deregistration, unless the application is withdrawn
or dismissed within 5 Business Days;
	 
	(c)	 	an administrator or analogous person being appointed to the
person;






	(d)  (i)	 	the person resolving to appoint a Controller or analogous
person to the person or any of the person’s property;
	 
	(ii)	 	an application being made to a court for an order
to appoint a Controller, provisional liquidator, trustee for
creditors or in bankruptcy or analogous person to the person
or any of the person’s property, unless the application is
withdrawn or dismissed within 5 Business Days; or
	 
	(iii)	 	an appointment of the kind referred to in
subparagraph (ii) being made (whether or not following a
resolution or application);






	(e)	 	the holder of a Security Interest taking possession of any of
the person’s property;
	 
	(f)	 	the person being taken under section 459F(1) of the
Corporations Act 2001 to have failed to comply with a statutory
demand;
	 
	(g)	 	the person:






	(i)	 	suspending payment of its debts, ceasing (or
threatening to cease) to carry on all or a material part of
its business, stating that it is unable to pay its debts or
being or becoming otherwise insolvent; or
	 
	(ii)	 	being taken by applicable law to be (or if a
court would be entitled or required to presume that the person
is) unable to pay its debts or otherwise insolvent;






	(h)	 	the process of any court or authority being invoked against
the person or any of its property to enforce any judgment or order
for the payment of money or the recovery of any property, unless the
person is able, within 5 Business Days, to satisfy the Facility
Agent that there is no substantial basis for the judgment or order
in respect of which the process was invoked;
	 
	(i)	 	the person taking any step that could result in the person
becoming an insolvent under administration (as defined in section 9
of the Corporations Act 2001);
	 
	(j)	 	the person taking any step toward entering into a compromise
or arrangement with, or assignment for the benefit of, any of its
members or creditors; or
	 
	(k)	 	any analogous event in any relevant jurisdiction,




18









 












	 	 	unless this takes place as part of a solvent reconstruction,
amalgamation, merger or consolidation that has been approved by the
Facility Agent.
	 
	 	 	“Intercreditor Agreement” means the agreement to be entered into between,
amongst others, the Facility Agent, the party named as Administrative
Agent under the Term B Facility Agreement and the party named as Facility
Agent under the TLA Bridge Senior Funding Agreement, Rabo Australia
Limited, HSBC Bank Australia Limited and the Security Trustee.
	 
	 	 	“Interest Cover Ratio” means, for a period, the ratio of EBITDA for the
Group for the period to Net Interest Expense for the Group for the
period.
	 
	 	 	“Interest Payment Date” has the same meaning as in a Facility Agreement.
	 
	 	 	“Interest Period” has the same meaning as in a Facility Agreement.
	 
	 	 	“Interest Suspension Financial Covenants” means:






	(a)	 	the Gearing Ratio for each period of 12 months that ends on a
Calculation Date that occurs in a period set out in the following
table must not be more than the amount set out in the following
table opposite that period:





	 	 	 
	 Period
	 	Maximum permitted Gearing Ratio

	To 30 June 2003
	 	4.80 times
	1 July 2003 to 31 December 2003
	 	4.80 times
	1 January 2004 to 30 June 2004
	 	4.65 times
	1 July 2004 to 31 December 2004
	 	4.15 times
	1 January 2005 to 30 June 2005
	 	3.90 times
	1 July 2005 to 31 December 2005
	 	3.65 times
	1 January 2006 to 30 June 2006
	 	3.40 times
	After 1 July 2006
	 	3.15 times








	(b)	 	the Interest Cover Ratio for each period of 12 months that
ends on a Calculation Date that occurs in a period set out in the
following table must not be less than the amount set out in the
following table opposite that period:




19









 











	 	 	 
	 	 	Minimum permitted Interest
	 Period
	 	Cover Ratio

	To 30 June 2003
	 	2.20 times
	1 July 2003 to 31 December 2003
	 	2.20 times
	1 January 2004 to 30 June 2004
	 	2.35 times
	1 July 2004 to 31 December 2004
	 	2.60 times
	1 January 2005 to 30 June 2005
	 	2.60 times
	1 July 2005 to 31 December 2005
	 	2.85 times
	1 January 2006 to 30 June 2006
	 	2.85 times
	After 1 July 2006
	 	3.10 times








	(c)	 	the Debt Service Cover Ratio for each period of 12 months
that ends on a Calculation Date that occurs in a period set out in
the following table must not be less than the amount set out in the
following table opposite that period:




20









 











	 	 	 
	 	 	Minimum permitted Debt Service
	Period
	 	Cover Ratio

	To 30 June 2003
	 	1.10 times
	1 July 2003 to 31 December 2003
	 	1.10 times
	1 January 2004 to 30 June 2004
	 	1.10 times
	1 July 2004 to 31 December 2004
	 	1.10 times
	1 January 2005 to 30 June 2005
	 	1.20 times
	1 July 2005 to 31 December 2005
	 	1.20 times
	1 January 2006 to 30 June 2006
	 	1.20 times
	After 1 July 2006
	 	1.20 times








	 	 	“Investment Account” means an account referred to in clause 7.4(a).
	 
	 	 	“Lender” means each lender under and as defined in the Term B Facility
Agreement from time to time.
	 
	 	 	“Lending Office” means, for a Subscriber (or its Subscriber Affiliate) in
relation to a Borrower and a Facility, the lending office specified as
such in the relevant Facility Agreement or in a valid notice of
assignment or Substitution Certificate, or any other office in the same
jurisdiction as the original Lending Office or in any office of the same
jurisdiction as the relevant Borrower that the Subscriber may notify to
the Parent and the Facility Agent.
	 
	 	 	“Liquidation” means liquidation, winding up, merger, deregistration,
dissolution or amalgamation or other analogous procedure under any
relevant law applicable to corporate reorganisation that results in the
affected entity ceasing to exist.
	 
	 	 	“LTM EBITDA” means, for a period, the aggregate of EBITDA for that period
plus Cost Savings for that period.
	 
	 	 	“Majority of Subscribers” means:






	(a)	 	if a Debenture is outstanding and not redeemed, one or more
Subscribers whose aggregate Paid Up Amount of all Debentures
recorded in a Register as being held




21









 






	 	 	by them equals or exceeds two-thirds of the total Paid Up Amount of
all outstanding Debentures;
	 
	(b)	 	if no Debenture is outstanding and paragraph (c) does not
apply, one or more Subscribers whose aggregate Commitments equal or
exceed two-thirds of the Total Commitment; or
	 
	(c)	 	if no Debenture is outstanding and the Commitments have been
reduced to zero, one or more Subscribers whose aggregate Paid Up
Amount of all Debentures recorded in a Register as being held by
them immediately before they were repaid or redeemed in full
equalled or exceeded two-thirds of the total Paid Up Amount of all
outstanding Debentures at that time,






	 	 	(calculated, in the case of any part of the Paid Up Amount of a Debenture
that is not denominated in Australian Dollars, by reference to the AUD
Equivalent of the outstanding amount using the relevant Spot Rate for the
Drawdown Date, Rollover Date or Switch Date for the relevant Funding
Portions), whether or not a majority of Subscribers by number.
	 
	 	 	“Majority-Owned Subsidiary” means a Subsidiary that is not a Wholly-Owned
Subsidiary.
	 
	 	 	“Master Debenture” has the meaning given to it in the Debenture Trust
Deed.
	 
	 	 	“Material Adverse Effect” means a material adverse effect in the
reasonable opinion of the Majority of Subscribers on:






	(a)	 	the business, property or financial condition of the Group
(taken as a whole); or
	 
	(b)	 	the ability of any Group Member to perform any of its
obligations under the Transaction Documents.






	 	 	“Maturity Date” means, for a Funding Portion under the Revolving Facility
Agreement, the last day of the scheduled term of that Funding Portion.
	 
	 	 	“Net Disposal Proceeds” means the aggregate of the proceeds received by a
Group Member from any person as part of, or in connection with, the
disposal of property of a Group Member, including (without double
counting) any amount by which any of those proceeds are used to reduce or
discharge any loan made by a Group Member to another Group Member less:






	(a)	 	direct costs relating to the relevant disposal (including
filing and registration fees, investment banking fees, brokers fees,
sales commissions or severance payments, adjustments to pension,
insurance, superannuation or similar arrangements (in each case
properly incurred on an arm’s length basis) and properly incurred
legal, accounting and other professional advisers’ fees);
	 
	(b)	 	taxes paid or reasonably estimated to be payable as a result
thereof (after taking into account any available tax credits or
deductions relating to the disposal in question); and




22









 






	(c)	 	any amount required to repay or discharge any Financial
Indebtedness of the Group Member which is, or whose assets are,
being disposed of, where such repayment or discharge is not
otherwise prohibited by the terms of this document.






	 	 	“Net Interest Expense” means, for the Group for a period, Total Interest
Expense for the Group for that period less interest income of the Group
over that period, calculated on a consolidated basis in accordance with
GAAP.
	 
	 	 	“Net Priority 1 Debt” means, on any day:






	(a)	 	the Priority 1 Debt on that day;






	 	 	less






	(b)	 	the amount of cash held on that day by:






	(i)	 	the Parent; or
	 
	(ii)	 	any other Group Member, to the extent that
there is no legal, contractual or other restriction on the
ability of the Parent to readily procure that the cash is
transferred to the Parent or a Group Security Provider in
such a way that the cash would (if so transferred) be
subject to a Security,






	 	 	other than cash held in an Investment Account.






	 	 	“Net Senior Debt” means, on any day, Net Total Debt less any component of
Net Total Debt which is subordinated to the liabilities owed to the
Subscribers under the Transaction Documents.
	 
	 	 	“Net Total Debt” means, on any day, the Total Debt on that day less the
sum of Consolidated Cash on that day, to the extent that there is no
legal, contractual or other restriction on the ability of the Parent to
readily procure that the cash is transferred to the Parent or a Group
Security Provider in such a way that the cash would (if so transferred)
be subject to a Security.
	 
	 	 	“New Borrower” means a Group Member that becomes a Borrower under clause
5.7.
	 
	 	 	“New High Yield Notes” means the 10.75% senior subordinated notes due
2011 issued by Burns Philp Capital Pty Limited and Burns Philp Capital
(U.S.) Inc pursuant to the New High Yield Notes Indenture.
	 
	 	 	“New High Yield Notes Indenture” means the indenture under which the New
High Yield Notes are issued and all other instruments, agreements and
other documents evidencing or governing the New High Yield Notes or
providing for any Guarantee or other right in respect thereof.
	 
	 	 	“New Security Document” means each document listed in schedule 4.
	 
	 	 	“New Subscriber” means a financial institution that becomes a Subscriber
under clause 13.4.




23









 






	 	 	“New Transaction Document” means:






	(a)	 	this document;
	 
	(b)	 	each Facility Agreement;
	 
	(c)	 	the Debenture Trust Deed;
	 
	(d)	 	each Master Debenture;
	 
	(e)	 	the letter agreement referred to in clause 5.10;
	 
	(f)	 	each New Security Document;
	 
	(g)	 	the Security Trustee Agreement;
	 
	(h)	 	the Escrow Deed;
	 
	(i)	 	the Intercreditor Agreement;
	 
	(j)	 	any other document which the Parent and the Facility Agent
agree in writing to be a New Transaction Document; and
	 
	(k)	 	any other document that amends, supplements, replaces or
novates any of the above.






	 	 	“New Zealand Dollar” and “NZD” means the lawful currency of New Zealand.
	 
	 	 	“NZD Bank Bill Rate” means, for a period:






	(a)	 	the rate, expressed as a yield per cent per annum (rounded up
(if necessary) to 4 decimal places) that is quoted as the average
bid rate on the Reuters monitor system page “BKBM” (or any page that
replaces that page) at about 10.45 am (Auckland time) on the first
day of that period for bills of exchange accepted by a New Zealand
bank that have a term that is equal to (or no more than 2 Business
Days shorter or longer than) that period; or
	 
	(b)	 	if no average bid rate is published in accordance with
paragraph (a), the bid rate available to the Facility Agent at about
11.00 am (Auckland time) on that day, as conclusively determined in
good faith by the Facility Agent, for bills of exchange accepted by
a New Zealand bank that have the tenor described in that paragraph.






	 	 	“NZD Base Rate” means:






	(a)	 	for a period for which a rate is normally quoted on the
Reuters monitor system page “BKBM” (or any page that replaces that
page), or for a period that is no more than 2 Business Days shorter
or longer than such a period — the relevant NZD Bank Bill Rate; and
	 
	(b)	 	for any other period – the rate that the Facility Agent
calculates by straight-line interpolation in accordance with market
practice.




24









 












	 	 	“Offer” means the offer made by BPC1 for the ordinary shares in Goodman.
	 
	 	 	“Options Offer” means any offer which may be made by BPC1 to acquire or
procure the cancellation of all share options in Goodman.
	 
	 	 	“Paid Up Amount” has the same meaning as in a Facility Agreement.
	 
	 	 	“Permitted Encumbrance” means:






	(a)	 	an Encumbrance (if any) created under a Transaction Document;
	 
	(b)	 	an Existing Encumbrance, where the amount secured does not
increase, and the time for payment of that amount is not extended,
beyond the amount and time identified in schedule 5;
	 
	(c)	 	a lien that arises by operation of law in the ordinary course
of the ordinary business of the Group, where the amount secured is
not overdue or is being diligently contested in good faith;
	 
	(d)	 	a set-off arrangement entered into as part of normal banking
arrangements or in the ordinary course of day-to-day trading or
arising by operation of law;
	 
	(e)	 	an intra-Group cross-guarantee arrangement entered into in
order to obtain class order relief from the Australian Securities

and Investments Commission;
	 
	(f)	 	a title retention arrangement entered into with a supplier in
the ordinary course of ordinary business;
	 
	(g)	 	a deferred payment obligation for any property or service
entered into in the ordinary course of ordinary business, where the
payment obligation is deferred for not more than 180 days and the
deferral of the payment obligation is structured to achieve the same
or a similar commercial effect to financial accommodation by way of
money borrowed or raised;
	 
	(h)	 	an Encumbrance given by a Group Member in favour of:






	(i)	 	the Parent;
	 
	(ii)	 	a Wholly-Owned Subsidiary; or
	 
	(iii)	 	a Majority-Owned Subsidiary in which the
Parent has an effective proportionate ownership interest
that is at least as great as its effective proportionate
ownership interest in the Group Member that gives the
Encumbrance;






	(i)	 	an Encumbrance that is permitted under clause 5.3(b);
	 
	(j)	 	an Encumbrance on GF Program Receivables; and
	 
	(k)	 	any other Encumbrance that the Facility Agent (acting on the
instructions of a Majority of Subscribers) approves before it
arises, where the amount secured does




25









 






	 	 	not increase, and the time for payment of that amount is not
extended beyond the amount and time approved.






	 	 	“Potential Event of Default” means an event or circumstance which, with
the passage of time or the giving of notice or both, would become an
Event of Default.
	 
	 	 	“Priority 1 Beneficiary’s Debt” has the meaning given to it in the
Debenture Trust Deed.
	 
	 	 	“Priority 1 Debt” has the same meaning as Priority 1 Debenture
Stockholders’ Debt in the Security Trust Deed.
	 
	 	 	“Quarter Date” means each 31 March, 30 June, 30 September and 31
December.
	 
	 	 	“Quarter Period” means a period from a Quarter Date, and ending on the
next Quarter Date.
	 
	 	 	“Register” has the same meaning as in a Facility Agreement.
	 
	 	 	“Regulatory Change” means:






	(a)	 	the introduction of, or a change in, an applicable law or
regulatory requirement or in its interpretation or administration by
a Government Agency; or
	 
	(b)	 	compliance by a Subscriber or any related body corporate of a
Subscriber with an applicable direction, request or requirement
(whether existing or future) of a Government Agency, and whether or
not it has the force of law (except that, if it does not have the
force of law, it must be one with which responsible banks or
financial institutions would comply).






	 	 	“Relevant Jurisdictions” means, in respect of any person, the
jurisdiction of the country (and, in the case of the United States,
Australia and any other federation, the state, province, canton,
territory or similar political subdivision) in which such person is
incorporated and, if different, where it has its principal place of
business or where it conducts a significant portion of its business.
	 
	 	 	“Repayment Amount” means an amount that has become a Repayment Amount
under clause 7.1(b), pending application under clause 7.5.
	 
	 	 	“Restructuring Costs” means, in respect of any period, non-recurring
costs and expenses incurred by the Group during that period in relation
to restructuring (including, for the avoidance of doubt, all costs and
expenses relating to redundancy, closure and make good costs, asset
relocation costs not capable of capitalisation, consultant fees and asset
write downs), provided that such costs have been verified by a firm of
chartered accountants acceptable to the Facility Agent (acting
reasonably) and a copy of that review has been delivered to the Facility
Agent.
	 
	 	 	“Retiring Subscriber” means a Subscriber that arranges a substitution
under clause 13 in respect of all or part of its Commitments.
	 
	 	 	“Review Event” has the meaning given to it in clause 8.3(a).
	 
	 	 	“Revolving Debenture” has the same meaning as in the Debenture Trust
Deed.




26









 






	 	 	“Revolving Facility Agreement” means the Revolving Facility Agreement
dated on or about the date of this document between the Parent, each
Borrower, the Facility Agent and certain of the Subscribers.
	 
	 	 	“Rollover Date” has the same meaning as in the Revolving Facility
Agreement.
	 
	 	 	“Security” means each Encumbrance, Guarantee or undertaking that the
Security Trustee holds, or that is to be granted to the Security Trustee,
in its capacity as trustee of the Security Trust and any other trust for
the benefit of, amongst others, the Subscribers, other than an
Encumbrance, Guarantee or undertaking that has been released with the
consent of the Facility Agent.
	 
	 	 	“Security Document ” means the Security Trust Deed, the Debenture Trust
Deed, each Security and each other “Transaction Document” as defined in
the Security Trust Deed or the Debenture Trust Deed.
	 
	 	 	“Security Interest” means an Encumbrance that secures the payment of
money or the performance of an obligation, or any other interest or
arrangement of any kind that gives a creditor priority over other
creditors in relation to any property.
	 
	 	 	“Security Trust” means the trust established under the Security Trust
Deed.
	 
	 	 	“Security Trust Deed” means the Security Trust Deed dated 28 July 1998
between the Parent and Chase Securities Australia Limited.
	 
	 	 	“Security Trustee” means the “Trustee” from time to time under the
Security Trust Deed, including any co-trustee or separate trustee
appointed under clause 3.19 of that document.
	 
	 	 	“Security Trustee Agreement” means the “Security Trustee Agreement “ to
be entered into between, amongst others, the Parent, the Facility Agent,
and the party named as security trustee in that document.
	 
	 	 	“Senior Debt Ratio” means, for a period, the ratio of Net Senior Debt of
the Group on the last day of that period to EBITDA of the Group for that
period.
	 
	 	 	“Senior Interest Cover Ratio” means, for a period, the ratio of EBITDA
for the Group for the period to Senior Net Interest Expense for the Group
for the period.
	 
	 	 	“Senior Net Interest Expense” means, for the Group for a period, the
Total Interest Expense (less the gross amount of all interest and
financing costs incurred by the Group over that period, calculated on a
consolidated basis in accordance with GAAP, after taking into account all
realised losses and profits on foreign currency borrowings and financing
transactions (other than amounts transferred to foreign currency
translation reserves) in respect of Financial Indebtedness other than the
Financial Indebtedness incurred under the Term A Facility Agreement, the
Revolving Facility Agreement, the Term B Facility Agreement and any
Treasury Transactions entered into to manage interest costs under those
agreements) for the Group for that period less interest income of the
Group over that period, calculated on a consolidated basis in accordance
with GAAP.




27









 






	 	 	“Share” means for a Subscriber in relation to a Funding Portion, the
proportion of the Funding Portion that is owing to it or to its
Subscriber Affiliate, as relevant.
	 
	 	 	“Sponsorship Deed” means the deed to be entered into between, amongst
others, BPC1, Credit Suisse First Boston Australia Equities Limited and
the party named as the security trustee in that document.
	 
	 	 	“Spot Rate” means, on any day, the rate determined by the Facility Agent,
in accordance with its usual practice and in the interbank market
selected by it, to be the rate at which it is able to purchase one
currency by payment in another currency (whether directly or through one
or more intermediate currencies) at or about 11.00 am (local time in the
place of that market):






	(a)	 	in the case of Euro, 2 TARGET Business Days before that day;
and
	 
	(b)	 	in the case of any other currency, 2 Banking Days (in the
place of that market) before that day,






	 	 	for delivery on that day.
	 
	 	 	“Subordination Deed” means the deed poll dated 27 February 2003 by BPC1,
the Parent, the Bridge Facility Agent (a defined in the deed) in favour
of any Senior Creditor (as defined in that deed poll).
	 
	 	 	“Subscriber” means an Initial Subscriber or a New Subscriber, other than
an Initial Subscriber or a New Subscriber that has assigned or
substituted all of its rights and obligations (including those of its
Subscriber Affiliates) under this document and each Facility Agreement in
accordance with clause 13.
	 
	 	 	“Subscriber Affiliate” means, for a Subscriber, a related body corporate
that it has nominated in relation to a Borrower in accordance with clause
1.4.
	 
	 	 	“Subsidiary” means:






	(a)	 	a corporation, partnership, joint venture, trust or other
entity of or which (or in which):






	(i)	 	(in the case of a corporation)






	(A)	 	more than 50% of the issued and
outstanding voting share capital;
	 
	(B)	 	more than 50% of the issued and
outstanding share capital (excluding any part of that
issued share capital that carries no right to
participate beyond a specified amount in a distribution
of either profits or capital); or
	 
	(C)	 	the power to appoint or control the
appointment of more than 50% of the board of directors
(irrespective of whether, at the time, share capital of
any other class or classes of such corporation has or
might have voting power upon the occurrence of any
contingency);




28









 












	(ii)	 	(in the case of a partnership or joint
venture not being a corporation) more than 50% of the
interest in the capital or profits of such partnership or
joint venture; or
	 
	(iii)	 	(in the case of a trust or estate) more
than 50% of the beneficial interest in such trust or
estate,






	 	 	is at the time directly or indirectly owned or controlled by the
Parent, by the Parent and one or more other Subsidiaries or by one
or more other Subsidiaries; or
	 
	(b)	 	any other entity that the Parent or another Subsidiary
“controls” for the purposes of section 50AA of the Corporations Act
2001.






	 	 	“Subsidiary Limit” means the aggregate of:






	(a)	 	AUD80,000,000; and
	 
	(b)	 	5% of EBITDA of the Group for the period of 12 months ending
on the most recent 30 June or 31 December.






	 	 	“Substitution Certificate” means a certificate substantially in the form
set out in schedule 12.
	 
	 	 	“Super-Majority of Subscribers” means:






	(a)	 	if a Debenture is outstanding and not redeemed, one or more
Subscribers whose aggregate Paid Up Amount of all Debentures
recorded in a Register as being held by them equals or exceeds 80%
of the total Paid Up Amount of all outstanding Debentures;
	 
	(b)	 	if no Debenture is outstanding and paragraph (c) does not
apply, one or more Subscribers whose aggregate Commitments equal or
exceed 80% of the Total Commitment; or
	 
	(c)	 	if no Debenture is outstanding and the Commitments have been
reduced to zero, one or more Subscribers whose aggregate Paid Up
Amount of all Debentures recorded in a Register as being held by
them immediately before they were repaid or redeemed in full
equalled or exceeded 80% of the total Paid Up Amount of all
outstanding Debentures at that time,






	 	 	(calculated, in the case of any part of the Paid Up Amount of a Debenture
that is not denominated in Australian Dollars, by reference to the AUD
Equivalent of the outstanding amount using the relevant Spot Rate for the
Drawdown Date, Rollover Date or Switch Date for the relevant Funding
Portions), whether or not 80% of Subscribers by number.
	 
	 	 	“Supplemental Securities” means:






	(a)	 	new security documents, on substantially the same terms as
the existing Security Documents, from each Subsidiary of the Parent
incorporated in Germany and in any other jurisdiction where a new
security document is reasonably required to




29









 






	 	 	ensure that the Facilities are secured by the same assets and on
substantially the same terms as the Existing Senior Loan
Agreements; and
	 
	(b)	 	any acknowledgements or confirmations reasonably required by
the Facility Agent from any of the Subsidiaries of the Parent to
ensure that the Facilities are secured by the same assets and on
substantially the same terms as the Existing Senior Loan Agreements.






	 	 	“Switch Date” has the same meaning as in the Term A Facility Agreement.
	 
	 	 	“TARGET Business Day” means a day on which the TARGET System is
operating.
	 
	 	 	“TARGET System” means the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System or any successor system.
	 
	 	 	“Tax” means a tax, levy, impost, duty, charge, deduction or withholding,
however it is described, that is imposed by a law or a Government Agency,
together with any related interest, penalty, fine or other charge.
	 
	 	 	“Term A Facility Agreement” means the agreement entitled Term A Facility
Agreement dated 16 January 2003 between the Parent, each Borrower, the
Facility Agent and the Subscribers.
	 
	 	 	“Term B Facility Agreement” means the USD270,000,000 credit agreement to
be entered into between, amongst others, the Parent, the party named as
Administrative Agent, the lenders party thereto and Burns Philp Inc..
	 
	 	 	“Term B Pledge Agreement” means the pledge agreement to be entered into
by Burns Philp Inc. and the party named as Administrative Agent.
	 
	 	 	“Term Debenture” has the same meaning as in the Debenture Trust Deed.
	 
	 	 	“Term Facility Agreement” means each of the Term A Facility Agreement and
the Term B Facility Agreement.
	 
	 	 	“Termination Date” means 12 December 2007.
	 
	 	 	“Threshold Amount” means AUD50,000,000 less the amount by which the
Revolving Facility Agreement is utilised to satisfy or discharge the
obligations of Goodman and its Subsidiaries under, or to refinance, the
GMF Securitisation Facility.
	 
	 	 	“TLA Bridge Debenture” means the Financial Indebtedness incurred under
the TLA Bridge Facility.
	 
	 	 	“TLA Bridge Facility” means the bridge facility made pursuant to the TLA
Bridge Senior Funding Agreement and the TLA Bridge Term Facility
Agreement.
	 
	 	 	“TLA Bridge Senior Funding Agreement” means the bridge senior funding
agreement to be entered into between the Parent, each borrower party
thereto, Credit Suisse First Boston (Melbourne Branch) and the
subscribers party thereto.




30









 






	 	 	“TLA Bridge Term Facility Agreement” means the bridge term facility

agreement to be entered into between the Parent, each borrower party
thereto, Credit Suisse First Boston (Melbourne Branch) and the
subscribers party thereto.
	 
	 	 	“Total Commitment” means the sum of the Facility Commitments under all
Facility Agreements.
	 
	 	 	“Total Debt” means, on any date, the gross amount of all financing
liabilities of the Group on that date, calculated on a consolidated basis
in accordance with GAAP, including:






	(a)	 	the redemption amount of all debt instruments;
	 
	(b)	 	the principal amount of all finance leases and hire purchase
agreements;
	 
	(c)	 	the redemption amount of all redeemable shares issued by a
Group Member; and
	 
	(d)	 	all other liabilities that are required by GAAP to be treated
as financing liabilities.






	 	 	“Total Interest Expense” means, for the Group for a period, the gross
amount of all interest and financing costs incurred by the Group over
that period, calculated on a consolidated basis in accordance with GAAP,
after taking into account all realised losses and profits on foreign
currency borrowings and financing transactions (other than amounts
transferred to foreign currency translation reserves), including:






	(a)	 	the amount of all discounts and similar allowances on the
issue or disposal of debt instruments;
	 
	(b)	 	all finance charges under finance leases and hire purchase
agreements;
	 
	(c)	 	the amount of all dividends paid or payable on redeemable
 shares issued by any Group Member; and
	 
	(d)	 	all other expenses and amounts that are required by GAAP to
be treated as an interest or financing cost other than amortisation
of loan establishment costs,






	 	 	but excluding interest and financing costs on money borrowed or raised to
acquire, develop or improve fixed assets, to the extent that they have
been capitalised in the accounts of the Group and excluding:






	(e)	 	interest and financing costs on the redeemed USD 100,000,000
aggregate amount of 51/2 Guaranteed Subordinated Convertible Bonds
issued by Burns Philp Treasury (Europe) BV and the redeemed USD
100,000,000 aggregate amount of Conversion Bonds issued by the
Parent;
	 
	(f)	 	the make whole premium on existing financial accommodation of
Goodman or any amounts paid by any other Group Member in respect of
such amount;
	 
	(g)	 	any realised costs of closing out a Treasury Transaction that
is incurred in connection with the refinancing of the Existing
Senior Loan Agreements or any acquisition of a Subsidiary or
business after the date of this document;




31









 






	(h)	 	any dividends paid over the period on the Converting
Preference Shares (up to conversion); and
	 
	(i)	 	any non-cash items included in interest in the most recent
financial statements of the Group.






	 	 	“Transaction Document” means:






	(a)	 	each New Transaction Document;
	 
	(b)	 	each other Security Document;
	 
	(c)	 	any document or agreement that the Parent and the Facility
Agent agree in writing is to be a Transaction Document for the
purposes of this document; and
	 
	(d)	 	any document or agreement that amends, supplements, replaces
or novates any of the above.






	 	 	“Transactions” means each of the following transactions:






	(a)	 	refinancing the financial accommodation that is governed by
the Existing Senior Loan Agreements;
	 
	(b)	 	acquiring shares or options in Goodman;
	 
	(c)	 	refinancing any financial accommodation of Goodman or its
Subsidiaries once it is a Wholly-Owned Subsidiary of the Parent;
	 
	(d)	 	refinancing any financial accommodation of Goodman or its
Subsidiaries once Goodman is a Subsidiary of the Parent but before
Goodman becomes a Wholly-Owned Subsidiary of the Parent, to the
extent such financial accommodation must be refinanced to ensure
that the borrower is not in default of its obligations under the
document governing that financial accommodation or the maturity date
for that financial accommodation has occurred or to ensure that the
Group is not in default of its obligations under any financing
arrangements;
	 
	(e)	 	refinancing the borrowing under the TLA Bridge Facility;
	 
	(f)	 	the issuance of the Capital Notes and of up to USD210,000,000
senior subordinated notes to be issued by Burns Philp Capital Pty
Ltd or Burns Philp Capital (US) Inc. or any alternative senior
subordinated facility; and
	 
	(g)	 	to pay any transaction costs relating to the acquisition of
 shares or options in Goodman, all debt, asset sales and related
transaction costs.






	 	 	“Treasury Transaction” means any foreign exchange agreement, currency or
interest purchase, interest rate swap, cap or collar agreement, currency
swap agreement, currency and interest rate future or option contract and
other similar agreement (whether entered into before, on or after the
date of this document).




32









 






	 	 	“United States” means the United States of America (including the
District of Columbia), its territories, possessions and other areas
subject to the jurisdiction of the United States of America.
	 
	 	 	“United States Dollar” and “USD” mean the lawful currency of the United
States of America.
	 
	 	 	“US Obligor” means a Group Party that has a Relevant Jurisdiction in the
United States.
	 
	 	 	“USD Base Rate” means:






	(a)	 	for a period for which a rate is normally quoted on the
Reuters monitor system page “LIBO” (or any page that replaces that
page), or for a comparable period – the relevant USD LIBOR; and
	 
	(b)	 	for any other period – the rate that the Facility Agent
calculates by straight-line interpolation in accordance with market
practice.






	 	 	“USD LIBOR” means, for a period:






	(a)	 	the rate determined by the Facility Agent to be the
arithmetic mean, expressed as a percentage per annum (rounded up (if
necessary) to 4 decimal places), of the rates quoted at or about
11.00 am (London time), 2 Banking Days (in London) before the first
day of that period for a period equal or comparable to that period
and for value on the first day of that period on the Reuters monitor
system page “LIBO” or any page which replaces that page; or
	 
	(b)	 	where the page referred to in paragraph (a) is not available,
or less than 3 rates are quoted on that page at that time, the rate
determined by the Facility Agent to be the arithmetic mean of the
rates expressed as a percentage per annum (rounded up (if necessary)
to 4 decimal places), at which deposits:






	(i)	 	denominated in United States Dollars;
	 
	(ii)	 	for the same or a comparable amount;

	 
	(iii)	 	
for a period equal or comparable to that period; and

	 
	(iv)	 	
for value on the first day of that period,






	 	 	are offered to the Facility Agent by prime banks, in the interbank
market selected by it, at or about 11.00 am (local time in the
place of that market) 2 Banking Days in the place of that market
before the first day of that period.






	 	 	“Wholly-Owned Subsidiary” means a company the entire issued share capital
of which is beneficially owned by the Parent (either directly or
indirectly through other Wholly-Owned Subsidiaries).




33









 






	1.2	 	Rules for interpreting this document, the Facility Agreements and
Debenture Trust Deed
	 
	 	 	In this document, the Facility Agreements and the Debenture Trust Deed,
headings are for convenience only, and do not affect interpretation. The
following rules also apply in interpreting this document, the Facility
Agreements and the Debenture Trust Deed, except where the context makes
it clear that a rule is not intended to apply.






	(a)	 	A reference to:






	(i)	 	legislation (including subordinate
legislation) is to that legislation as amended, re-enacted
or replaced, and includes any subordinate legislation
issued under it;
	 
	(ii)	 	a document or agreement, or a provision of
a document or agreement, is to that document, agreement or
provision as amended, supplemented, replaced or novated;
	 
	(iii)	 	a party to this document, to a Facility
Agreement, to the Debenture Trust Deed or to any other
document or agreement includes a permitted substitute or a
permitted assign of that party;
	 
	(iv)	 	a person includes any type of entity or
body of persons, whether or not it is incorporated or has a
separate legal identity, and any executor, administrator or
successor in law of the person; and
	 
	(v)	 	anything (including a right, obligation or
concept) includes each part of it.






	(b)	 	A singular word includes the plural, and vice versa.
	 
	(c)	 	A word which suggests one gender includes the other genders.
	 
	(d)	 	If a word is defined, another part of speech has a
corresponding meaning.
	 
	(e)	 	If an example is given of anything (including a right,
obligation or concept), such as by saying it includes something
else, the example does not limit the scope of that thing.
	 
	(f)	 	The word “agreement” includes an undertaking or other binding
arrangement or understanding, whether or not in writing.
	 
	(g)	 	The term “arm’s length basis” means on terms that are fair
and reasonable and:






	(i)	 	no less favourable to the relevant Group
Member than could reasonably be expected to apply in a
comparable transaction with a person which is not an
affiliate of it where neither party is under any compulsion
to enter into the transaction; and
	 
	(ii)	 	no more favourable to such other person
than could reasonably be expected to apply in a comparable
transaction with a person which is




34









 






	 	 	not its affiliate where neither party is under any
compulsion to enter into the transaction.






	(h)	 	The “property” of a person is a reference to the whole or any
part of its business, undertaking, property, intellectual property,
            shares, securities, debts, accounts, revenues (including any right
to receive revenues), intangible assets, goodwill, shareholdings and
uncalled capital including premium whenever acquired, and any other
assets whatsoever.
	 
	(i)	 	The term “disposal” includes any sale, assignment, exchange,
transfer, concession, loan, lease, surrender, licence, reservation,
waiver, compromise, release, dealing, parting with possession, or
the granting of any option, right or interest whatever, or any
agreement for any of the same, and “dispose” means to make a
disposal, and “acquisition” and “acquire” are construed accordingly.
	 
	(j)	 	The term “related body corporate” has the same meaning as in
the Corporations Act 2001.






	1.3	 	Business Days
	 
	 	 	If the day on or by which a person must do something under this document,
a Facility Agreement or the Debenture Trust Deed is not a Business Day:






	(a)	 	if the act involves a payment that is due on demand, the
person must do it on or by the next Business Day;
	 
	(b)	 	if the act involves a payment that is not due on demand, the
person must do it either:






	(i)	 	on or by the next Business Day; or
	 
	(ii)	 	if the next Business Day occurs in the next
calendar month or after the Termination Date, on or by the
previous Business Day; and






	(c)	 	in any other case, the person must do it on or by the
previous Business Day.






	1.4	 	Subscriber Affiliates






	(a)	 	Subject to paragraph (d), a Subscriber may nominate, in a
Facility Agreement, in a Substitution Certificate or by notice to
the Parent and the Facility Agent at any time, that its Share of
Funding Portions to a particular Borrower be provided by a related
body corporate of the Subscriber (or, if a related body corporate is
already nominated for that Borrower, through a different related
body corporate or through its own branch).
	 
	(b)	 	If a Subscriber elects that its Share of Funding Portions to
a particular Borrower are to be provided through a related body
corporate as contemplated by paragraph (a), the Subscriber must
procure that the related body corporate does so as required by the
relevant Facility Agreement.
	 
	(c)	 	If a Subscriber Affiliate of a Subscriber provides a Share of
Funding Portions as contemplated by paragraph (a):




35









 












	(i)	 	the parties to this document must comply
with their payment obligations under the Transaction
Documents in favour of the Subscriber Affiliate as if the
Subscriber Affiliate were itself a Subscriber in relation
to those Funding Portions;
	 
	(ii)	 	the Subscriber may exercise the
corresponding rights under the Transaction Documents on
behalf and for the benefit of the Subscriber Affiliate; and
	 
	(iii)	 	the Subscriber must ensure that the
Subscriber Affiliate complies with this document and the
Facility Agreements as if it were itself a Subscriber in
relation to those Funding Portions.






	(d)	 	A Subscriber may only nominate a related body corporate under
paragraph (a) if it is able to make the representation in clause
3.13 in relation to the related body corporate.
	 
	(e)	 	The nomination by a Subscriber of a Subscriber Affiliate in
relation to a Borrower does not release the Subscriber from its
Commitments or other obligations under this document or a Facility
Agreement, except to the extent that the Subscriber Affiliate
actually performs such an obligation as contemplated by this
subclause.
	 
	(f)	 	The parties acknowledge that a Subscriber will enter into
such intragroup arrangements (including, potentially, the giving of
intragroup guarantees) as it requires to enable it to provide its
Share of Funding Portions to the different Borrowers. It must do so
at its own cost.
	 
	(g)	 	A Subscriber may nominate by notice to the Parent and the
Facility Agent at any time that, in relation to any Treasury
Transaction to be entered into by a Borrower, the Treasury
Transaction be made with a related body corporate of the Subscriber
rather than with the Subscriber (or, if a related body corporate is
already nominated for that Borrower, with a different related body
corporate). The parties to this document acknowledge that a
Subscriber Affiliate which is a party to the Treasury Transaction
with a Borrower is a beneficiary of the trust declared by the
Facility Agent in clause 14.3.






	1.5	 	Rights and obligations of the Subscribers and the Facility Agent






	(a)	 	The rights and obligations of the Subscribers and the
Facility Agent under the Transaction Documents are several, and none
of them is responsible for any act or omission of the others.
	 
	(b)	 	If a Subscriber fails to perform any of its obligations under
a Transaction Document, or notifies the Facility Agent that it will
not perform any of those obligations, this does not relieve any
other party of any of its obligations under any Transaction
Document.
	 
	(c)	 	Subject to this document, each Subscriber and the Facility
Agent may separately enforce its rights under each Transaction
Document.




36









 












	1.6	 	Parent to represent Group Parties
	 
	 	 	Each Group Party irrevocably authorises the Parent and each Authorised
Representative of the Parent to exercise that Group Party’s rights and
perform that Group Party’s obligations under the Transaction Documents,
and agrees that it is bound by anything that the Parent or an Authorised
Representative of the Parent does or purports to do on its behalf.
	 
	1.7	 	Changes in GAAP
	 
	 	 	The parties acknowledge that changes in GAAP after the date of this
document may make the operation of clauses 5.3(d) and 5.4, a defined term
in clause 1.1, or another clause in this document or a Facility Agreement
that refers to GAAP, inappropriate. If the Parent or the Facility Agent
considers that this has occurred and notifies the other of them to that
effect (the “Notification Date”), the Parent and the Facility Agent agree
to negotiate with each other in good faith to attempt to agree to
appropriate amendments to the affected clause or definition. The
Facility Agent must do so on the instructions of a Majority of
Subscribers. If the Parent and the Facility Agent fail to agree on the
appropriate amendments to the affected clause or definition within 20
Business Days of the Notification Date then the Parent’s compliance with
such affected clause or definition shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became
effective, until such notification is withdrawn or such clause or
definition is amended in a manner satisfactory to the Parent and the
Facility Agent (acting on the instructions of Majority of Subscribers).
	 
	2.	 	CONDITIONS PRECEDENT TO ALL FACILITIES
	 
	2.1	 	Conditions precedent






	(a)	 	The Parent may not deliver the first Drawdown Notice under
either Facility Agreement until it has provided the Facility Agent
with the items listed in part A of schedule 3-1, in form and
substance satisfactory to the Facility Agent or the Facility Agent
has waived the condition to deliver any of the terms listed in part
A of schedule 3-1.
	 
	(b)	 	No Subscriber is obliged to provide its Share of any Funding
Portion unless the Parent has provided the Facility Agent with the
items listed in part B of schedule 3-1, in form and substance
satisfactory to the Facility Agent.






	2.2	 	Prepositioning of funds for the first drawdown






	(a)	 	The Subscribers acknowledge that they may be asked to
preposition funds for the Funding Portions to be provided on the
first Drawdown Date, in accordance with the Escrow Deed, before all
conditions precedent to the provision of those Funding Portions have
been satisfied. The Subscribers agree to do this in accordance with
the Escrow Deed.
	 
	(b)	 	The Borrowers acknowledge the contents of the Escrow Deed and
agree that Funding Portions will be taken to have been made to them
in accordance with the procedures set out in that document.




37









 






	(c)	 	The Parent and the Borrowers acknowledge, even though some of
the funds that the Subscribers preposition with the Facility Agent
may be converted into other currencies in accordance with the Escrow
Deed, that those funds (and any Funding Portions that are taken to
be made with those funds in accordance with the Escrow Deed) are
taken for all purposes of this document and the relevant Facility
Agreement to have been provided to the Borrowers in the currency in
which the Subscribers were requested to provide those funds under
the relevant Drawdown Notice.






	3.	 	PAYMENTS
	 
	3.1	 	How payments must be made






	(a)	 	Each Borrower must make each payment under this document or a
Facility Agreement by 1.00pm (local time in the place of receipt),
by direct transfer of cleared funds to the credit of the account
that the Facility Agent nominates at least 3 Business Days before
the payment is made (whether or not in the country of issue of the
currency in which any relevant Funding Portion is denominated).
	 
	(b)	 	Each Borrower must make each payment under this document or a
Facility Agreement without any set-off or counterclaim and (to the
extent permitted by law) free and clear of, and without deduction or
withholding for or on account of, any Taxes (other than Excluded
Taxes).






	3.2	 	Facility Agent must distribute receipts
	 
	 	 	Unless this document or a Facility Agreement provides otherwise, each
payment that a Borrower makes to the Facility Agent is made for the
account of the Subscribers entitled to that payment, and the Facility
Agent must distribute each amount that it receives for the account of one
or more Subscribers in accordance with their entitlements:






	(a)	 	by direct transfer of cleared funds to the credit of the
account that the Subscriber nominates at least 1 Business Day before
the payment is made; and
	 
	(b)	 	if the Facility Agent receives the payment by 1.00 pm (local
time in the place of receipt) on a Banking Day in the place of
receipt, on the day the Facility Agent receives it or, if the
Facility Agent receives it after that time, by the next Banking Day.






	3.3	 	Facility Agent only obliged to distribute actual receipts
	 
	 	 	The Facility Agent is not obliged to pay any amount to, or on behalf of,
any party (the “Receiving Party”) until it is satisfied that it has
received that amount from the party obliged to pay it (the “Paying
Party”). However, the Facility Agent may assume that the amount has
been, or will be, paid to it in accordance with this document or the
relevant Facility Agreement. If the Facility Agent pays an amount to, or
on behalf of, a Receiving Party, but determines later that it had not
already received that amount from the Paying Party:






	(a)	 	the Receiving Party must refund or reimburse that amount to
the Facility Agent on demand; and




38









 






	(b)	 	the Receiving Party or (at the option of the Facility Agent)
the Paying Party, must indemnify the Facility Agent against, and
must pay the Facility Agent (for its own account) on demand the
amount of, all losses, liabilities, expenses and Taxes (other than
Excluded Taxes) that the Facility Agent incurs because it paid that
amount before it received it.






	3.4	 	Effect of payment to Facility Agent
	 
	 	 	Subject to this document, a payment by a Group Party to a Subscriber, or
to the Facility Agent for the account of a Subscriber, satisfies the
Group Party’s obligation to that Subscriber except to the extent that:






	(a)	 	that Subscriber is obliged to share the payment with another
party in accordance with this document; or
	 
	(b)	 	the Facility Agent or that Subscriber is obliged to refund
the payment under any applicable law (whether relating to insolvency
or otherwise).






	3.5	 	Application of money






	(a)	 	If any amount that the Facility Agent receives is not
sufficient to satisfy all the outstanding obligations of the Group
Parties to the Facility Agent in that capacity and to the
Subscribers under each Transaction Document, the amount is to be
applied in the following order:






	(i)	 	first in payment to the Facility Agent and
the Subscribers of amounts due to them under clause 10;
	 
	(ii)	 	then in payment to the Subscribers of
interest due under a Facility Agreement;
	 
	(iii)	 	then in payment to the Facility Agent of
fees due to it for its own account;
	 
	(iv)	 	then in repayment to the Subscribers of the
principal amount of outstanding Funding Portions by
reducing the Paid Up Amount of Debentures then due; and
	 
	(v)	 	then in payment to the Facility Agent and
the Subscribers of any other amounts due under the
Transaction Documents,






	 	 	in each case (if necessary) rateably in accordance with their
entitlements.
	 
	(b)	 	If the Facility Agent is required to apply money in
accordance with paragraph (a) towards payment of obligations that
are future or contingent, or have accrued but are payable at a
future time, it must withhold a corresponding proportion of that
money until:






	(i)	 	the obligation becomes actually due for
performance; or
	 
	(ii)	 	in the case of future or contingent
obligations, it is satisfied that the obligation will not
become actually due for performance,




39









 












	 	 	and at that time the Facility Agent must apply the relevant amount
in accordance with paragraph (a).






	3.6	 	Deductions and withholdings by Group Parties
	 
	 	 	If at any time an applicable law obliges a Group Party to make a
deduction or withholding in respect of Taxes from a payment under a
Transaction Document, the Parent:






	(a)	 	must notify the Facility Agent of the obligation promptly
after any Group Party becomes aware of it;
	 
	(b)	 	must ensure that the deduction or withholding does not exceed
the minimum amount required by law;
	 
	(c)	 	must pay to the relevant Government Agency on time the full
amount of the deduction or withholding and promptly deliver to the
Facility Agent a copy of any certified receipt, certificate or other
proof of payment; and
	 
	(d)	 	unless the Tax is an Excluded Tax, must indemnify (or ensure
that the relevant Group Party indemnifies) the party entitled to the
payment against the deduction or withholding by paying (or ensuring
that the relevant Group Party pays) to that party, at the time that
the payment to that party is due, an additional amount that ensures
that, after the deduction or withholding is made, that party
receives a net sum equal to the sum that it would have received if
the deduction or withholding had not been made.






	3.7	 	Deductions and withholdings by or affecting the Facility Agent or a
Subscriber






	(a)	 	If at any time an applicable law obliges the Facility Agent
to make a deduction or withholding in respect of Taxes from a
payment by it under a Transaction Document to a party other than a
Group Member:






	(i)	 	the Facility Agent must notify the Parent
of the obligation promptly after the Facility Agent becomes
aware of it;
	 
	(ii)	 	the Facility Agent must ensure that the
deduction or withholding does not exceed the minimum amount
required by law;
	 
	(iii)	 	the Facility Agent must pay to the
relevant Government Agency on time the full amount of the
deduction or withholding and promptly deliver to that party
a copy of any certified receipt, certificate or other proof
of payment; and
	 
	(iv)	 	unless the Tax is an Excluded Tax, the
Parent (or at the Parent’s direction the relevant Group
Party), must indemnify that party against the deduction or
withholding by paying to the Facility Agent (for the
account of that party), at the time that the payment is
due, an additional amount that ensures that, after the
deduction or withholding is made, the party receives a net
sum equal to the sum that it would have received if the
deduction or withholding had not been made.




40









 












	(b)	 	If at any time an applicable law obliges the Facility Agent
or a Subscriber to pay Taxes (other than Excluded Taxes) as a result
of the failure of a Group Party to make a deduction or withholding
in respect of Taxes on account of a payment under a Transaction
Document, or as a result of the application of the United States
“conduit financing arrangement” rules (Treasury Regulation 1.881-3)
or similar provisions of non-U.S. law, then:






	(i)	 	the Facility Agent or Subscriber must
notify the Parent of the obligation promptly after becoming
aware of the obligation;
	 
	(ii)	 	the Facility Agent or Subscriber must
ensure that the Tax liability does not exceed the minimum
amount required by law;
	 
	(iii)	 	the Facility Agent or Subscriber must pay
to the relevant Government Agency on time the full amount
of the Tax and promptly deliver to the Parent a copy of any
certified receipt, certificate or other proof of payment;
and
	 
	(iv)	 	the Parent (or at the Parent’s direction
the relevant Group Party) must indemnify the Facility Agent
or Subscriber against the Tax by paying the Facility Agent
or Subscriber, at the time that the Tax is due, an
additional amount that ensures that the Facility Agency or
Subscriber retains, on an after-Tax basis, the amount that
it would have retained had the Tax not been payable.






	3.8	 	Currency of payments
	 
	 	 	Each Group Party must pay each amount required to be paid by it under
this document or a Facility Agreement in the currency in which that
amount is denominated.






	3.9	 	Currency indemnity
	 
	 	 	If, for any reason (including as a result of a judgment or order), an
amount payable by a Group Party under or in respect of a Transaction
Document (the “Relevant Amount”) is received by the Facility Agent or a
Subscriber in a currency (the “Payment Currency”) that is not the
currency in which the amount is expressed to be payable under the
relevant Transaction Document (the “Required Currency”) then the relevant
Group Party, as an independent obligation, must indemnify against, and
must pay the relevant payee on demand the amount of, any shortfall
between:






	(a)	 	the amount of Required Currency which the relevant payee
receives on converting the amount it received in the Payment
Currency into an amount in the Required Currency in accordance with
its usual practice; and
	 
	(b)	 	the Relevant Amount in the Required Currency.






	3.10	 	Repayment following exchange rate fluctuations






	(a)	 	If:






	(i)	 	as a result of exchange rate fluctuations,
the sum of the AUD Equivalent of each outstanding Funding
Portion is greater for any 4




41









 






	 	 	consecutive Business Days than 110% of the AUD Facility
Cap on those days; and
	 
	(ii)	 	a Subscriber so instructs the Facility
Agent,






	 	 	the Facility Agent must notify the Parent (the day on which it does
so being the “Notification Date”), and the Parent must ensure that
Borrowers, on the day that falls 5 Business Days after the
Notification Date:






	(iii)	 	prepay Funding Portions (as selected by
the Parent or, if the Parent makes no selection, by the
Facility Agent) by reducing the aggregate Paid Up Amount of
all Debentures, in the currency of the relevant Funding
Portion, by the aggregate amount that is necessary to
reduce the AUD Equivalent (calculated using the Spot Rate
on the Notification Date) of all outstanding Funding
Portions to an amount that is no greater than the AUD
Facility Cap (or such other amount as the Parent and the
Facility Agent (acting on instructions of all the
Subscribers) may agree); and
	 
	(iv)	 	pay all amounts payable under clause
10.1(e) in relation to those repayments or reductions.






	(b)	 	If Borrowers switch Funding Portions under clause 6 of the
Term A Facility Agreement so that, on the relevant Switch Date, the
AUD Equivalent of Funding Portions that are denominated in Euro is
greater than 25% of the AUD Equivalent of all outstanding Funding
Portions, the Subscribers agree to consider in good faith a request
from the Parent to restructure the operation of paragraph (a) so
that it only applies in relation to Funding Portions that are not
denominated in Euro, on the basis that the AUD Facility Cap reduces
accordingly.
	 
	(c)	 	The Facility Agent agrees with the Subscribers that it will
monitor the AUD Equivalent of outstanding Funding Portions and will
advise the Subscribers if the sum of the AUD Equivalent of each
outstanding Funding Portion is greater for any 4 consecutive

Business Days than 110% of the AUD Facility Cap on those days, as
contemplated by paragraph (a)(i).






	3.11	 	Default interest






	(a)	 	The Parent and each other Group Party must pay interest on
each amount that it does not pay under or in connection with a
Transaction Document when due, from (and including) the day on which
it falls due to (but excluding) the day on which it is paid in full,
at the rate calculated in accordance with paragraph (b). This
interest must be paid on demand.
	 
	(b)	 	Interest on an unpaid amount in any currency accrues each day
in a Default Interest Period at the Default Rate for that currency
for that Default Interest Period, and is capitalised (if not paid)
on the last day of that Default Interest Period.
	 
	(c)	 	This subclause does not affect the Parent’s or any other
Group Party’s obligation to pay each amount under this document when
it is due.




42









 






	(d)	 	If a liability of the Parent or any other Group Party becomes
merged in a judgment or order, the Parent or that Group Party, as an
independent obligation, must pay interest on the amount of that
liability, from (and including) the date of the judgment or order
until it is paid in full, at the higher of the rate that applies
under the judgment or order and the rate calculated in accordance
with this subclause.
	 
	(e)	 	Interest under this clause:






	(i)	 	accrues daily; and
	 
	(ii)	 	is calculated on the basis of:






	(A)	 	the actual number of days on which
interest has accrued; and
	 
	(B)	 	either a 360 or 365 day year,
depending on the basis that the Facility Agent decides
is generally accepted as appropriate in relation to the
currency in which the relevant amount is denominated.






	3.12	 	Group Parties to notify the Facility Agent of payments
	 
	 	 	If a Group Party makes a payment under this document or a Facility
Agreement direct to a Subscriber, the Parent must advise the Facility
Agent within 1 Business Day of the identity of the payer and the payee,
the amount of the payment and the obligation to which the payment
relates.
	 
	3.13	 	Representation by the Subscribers
	 
	 	 	Each Subscriber separately represents to the Parent that it will provide
(or procure that a Subscriber Affiliate provides) its Share of a Funding
Portion to a Borrower through the relevant Lending Office as part of
carrying on business in the jurisdiction in which the Lending Office is
located at or through a permanent establishment in that jurisdiction.
	 
	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	4.1	 	Legal representations and warranties
	 
	 	 	The Parent represents and warrants to the Facility Agent, the Subscribers
(including any Subscriber Affiliate) and the Arrangers, in respect of
itself and separately in respect of each Borrower and each other
Subsidiary, as of the date of this document and as of the first Drawdown
Date, that, except as disclosed in schedule 11 or as contemplated by
clause 5.8:






	(a)	 	(status) it:






	(i)	 	is a corporation duly established (and, in
the case of a corporation incorporated in the United States
of America, validly existing and in good standing), under
the laws of its country and (where relevant) state,
province, canton, territory or similar political
subdivision of its place of incorporation; and
	 
	(ii)	 	is duly qualified or licensed and (where
the concept has a technical meaning) in good standing as a
foreign corporation (or other entity) in




43









 






	 	 	each other jurisdiction in which it owns or leases
property or in which the conduct of its business requires
it so to qualify or be licensed;






	(b)	 	(power) it has full legal capacity and power to:






	(i)	 	own or lease and operate its property and
to carry on its business; and
	 
	(ii)	 	enter into the Transaction Documents and to
carry out the transactions that they contemplate;






	(c)	 	(authority) it has taken all corporate or other action that
is necessary to authorise its entry into the Transaction Documents
and its carrying out the transactions that they contemplate;
	 
	(d)	 	(Authorisations) it holds each Authorisation that is
necessary to:






	(i)	 	enable it to properly execute the
Transaction Documents and to carry out the transactions
that they contemplate;
	 
	(ii)	 	ensure that each Transaction Document is
legal, valid, binding and admissible in evidence; or
	 
	(iii)	 	enable it to properly carry on its
business,






	 	 	and it is complying with any conditions to which any of these
Authorisations is subject;
	 
	(e)	 	(documents effective) each Transaction Document to which it
is expressed to be a party constitutes its legal, valid and binding
obligations, enforceable against it in accordance with its terms
(except to the extent limited by equitable principles and laws
affecting creditors’ rights generally) subject to any necessary
stamping or registration;
	 
	(f)	 	(ranking) its payment obligations under each Transaction
Document with respect to its rights against collateral secured under
the Securities rank ahead of all its unsecured and unsubordinated
payment obligations (whether present or future, actual or
contingent), other than obligations that are mandatorily preferred
by law;
	 
	(g)	 	(no contravention) neither its execution of the Transaction
Documents nor the carrying out by it of the transactions that they
contemplate, does or will:






	(i)	 	contravene any law to which it or any of
its property is subject or any order of any Government
Agency that is binding on it or any of its property;
	 
	(ii)	 	contravene any Authorisation;
	 
	(iii)	 	contravene any undertaking or instrument
binding on it or any of its property;
	 
	(iv)	 	contravene its constitution; or




44









 






	(v)	 	require it to make any payment or delivery
in respect of any Financial Indebtedness before it would
otherwise be obliged to do so;






	(h)	 	(no filings or Taxes) it is not necessary or desirable, to
ensure that any Transaction Document is legal, valid, binding or
admissible in evidence, that any Transaction Document or any other
document be filed or registered with any Government Agency (other
than any filings that are to be made in connection with the
contemplated execution of any New Security Documents or other
filings disclosed in the legal opinions referred to in schedule 3-1
Part B on or around the first Drawdown Date), or that any Taxes be
paid;
	 
	(i)	 	(effectiveness of the Securities) each Security to which it
is expressed to be a party constitutes a valid perfected
first-priority Security Interest in accordance with its terms over
the property to which it is expressed to apply;
	 
	(j)	 	(corporate benefit) it benefits from entering into the
Transaction Documents;
	 
	(k)	 	(no trust) it has not entered and is not entering into any
Transaction Document as trustee of any trust or settlement;
	 
	(l)	 	(ownership of assets) it is the legal and beneficial owner of
the property identified as belonging to it in the most recent
financial statements provided to the Facility Agent;
	 
	(m)	 	(no Insolvency Event) no Insolvency Event has occurred and is
continuing in relation to it;
	 
	(n)	 	(no Encumbrance) none of its property is subject to an
Encumbrance other than a Permitted Encumbrance;
	 
	(o)	 	(no Controller) no Controller is currently appointed in
relation to any of its property;
	 
	(p)	 	(no litigation) no litigation, arbitration, mediation,
conciliation or administrative proceedings are taking place,
pending, or to the knowledge of any of its officers after due
inquiry, threatened which, if adversely decided, could have a
Material Adverse Effect;
	 
	(q)	 	(environmental compliance) it is in full compliance in all
material respects with all Environmental Laws applicable to it, its
business or its property; and
	 
	(r)	 	(High Yield Notes) the Financial Indebtedness incurred by it
under the Transaction Documents constitutes and is designated as
“Designated Senior Indebtedness” under and as defined in the High
Yield Note Indenture and the New High Yield Notes Indenture.






	4.2	 	Additional representations and warranties by the Parent
	 
	 	 	The Parent also represents and warrants to the Facility Agent, the
Subscribers (including any Subscriber Affiliate) and the Arrangers, as of
the date of this document and as of the first Drawdown Date that, except
as described in schedule 11:




45









 












	(a)	 	(Group structure) the most recent Group Structure Chart as at
the date it was delivered to the Facility Agent was a complete and
accurate description of all entities that are Group Members and of
the ownership relationships between them, so that (for example):






	(i)	 	it includes full details of the
jurisdiction in which each Group Member is incorporated;
	 
	(ii)	 	in the case of any Group Member that is not
a Wholly-Owned Subsidiary, it accurately describes the
percentage of its ordinary issued share capital (rounded to
the nearest 5%) which, at the date of this document, is
beneficially owned by the Parent or any other Group Member;
and
	 
	(iii)	 	it accurately describes any equity
instruments or entitlements to equity instruments that any
Group Member has issued as at the date of this document to
any person who is not a Group Member;






	(b)	 	(Accounts):






	(i)	 	the most recent Accounts that it has given
to the Facility Agent have been prepared in accordance with
the laws of Australia and (unless inconsistent with those
laws) GAAP;
	 
	(ii)	 	the most recent Accounts that it has given
to the Facility Agent give a true and fair view of the
financial condition of it and the Group as at the date to
which they are made up and of the results of operations of
it and the Group for the period that they cover (it being
understood that the Accounts provided pursuant to clause
5.2(b) need not qualify as “true and fair” for the purposes
of GAAP); and
	 
	(iii)	 	there has been no change since the date of
the most recent Accounts that it has given to the Facility
Agent that could have a Material Adverse Effect;






	(c)	 	(IM and other information):






	(i)	 	the contents of any information memorandum
that the Parent approves for use in the syndication of the
Facilities, and any other written information and reports
that it has given to the Lead Arranger and Underwriter or
the Facility Agent (whether before or after this document
was executed) in connection with any Transaction Document
(but not information in connection with Goodman and its
Subsidiaries prior to Goodman becoming a Wholly-Owned
Subsidiary of the Parent), are true, complete and accurate
in all material respects and not misleading in any material
respect (including by omission), subject to any
qualifications in them and except to the extent that the
information or report has been superseded by later written
information or a later written report provided to the Lead
Arranger and Underwriter or the Facility Agent by the
Parent;




46









 






	(ii)	 	any forecasts and projections (but not
projections in connection with Goodman and its Subsidiaries
prior to Goodman becoming a Wholly-Owned Subsidiary of the
Parent and not extrapolations) in them, taken in context
and subject to the detailed terms of the relevant
information or report have been prepared in good faith
based upon what the Parent believes to be reasonable
assumptions (it being understood that such forecasts and
projections are subject to significant uncertainties and
contingencies, many of which are beyond the Parent’s
control and the Parent can give no assurance that the
forecasts and projections will be realised); and
	 
	(iii)	 	any opinions in them (other than opinions
prepared by external advisers), taken in context and
subject to the detailed terms of the relevant information
or report, are fair and reasonable and were formed after
due inquiry and consideration by appropriate officers,






	 	 	as at the date of this document or, if given later, when given;
	 
	(d)	 	(disclosure of relevant information) it has disclosed to the
Facility Agent and each Subscriber all the information that such
parties have requested as being material to an assessment by that
party of the risks that that party assumes by entering into any
Transaction Document; and
	 
	(e)	 	(no default or Review Event) no:






	(i)	 	Event of Default;
	 
	(ii)	 	Potential Event of Default; or
	 
	(iii)	 	Review Event,






	 	 	has occurred and is continuing, and no Group Party is in breach of
any other document or agreement in a manner that could have a
Material Adverse Effect.






	4.3	 	US specific representations and warranties
	 
	 	 	The Parent and each US Obligor represents and warrants to the Facility
Agent, the Subscribers (including any Subscriber Affiliate) and the
Arrangers that:






	(a)	 	neither BP US nor any ERISA Subsidiary has incurred:






	(i)	 	any unsatisfied “accumulated funding
deficiency” within the meaning of section 412 of the Code,
and section 302 of ERISA, whether or not waived, with
respect to an Employee Benefit Plan;
	 
	(ii)	 	any unsatisfied liability to the Pension
Benefit Guaranty Corporation established under ERISA (other
than for Pension Benefit Guaranty Corporation insurance
premiums payable in the ordinary course), or under Title IV
of ERISA, in connection with any Employee Benefit Plan
terminated, established or maintained by it; or




47









 






	(iii)	 	any unsatisfied withdrawal liability in
connection with a complete or partial withdrawal from a
multiemployer plan within the meaning of section 3(37) of
ERISA, or expects to withdraw from such a plan,






	 	 	nor has BP US or any of its Subsidiaries had any tax or penalty
assessed against it by the United States Internal Revenue Service
or United States Department of Labor for any alleged violation
under section 4975 of the Code or section 404 or 406 of ERISA;
	 
	(b)	 	none of BP US, any of its Subsidiaries or any Group Member is
a party in interest (as defined in section 3(14) of ERISA) or a
disqualified person (as defined in section 4975(e)(2) of the Code)
with respect to any Employee Benefit Plan, other than an Employee
Benefit Plan sponsored by BP US or another member of BP US or any
other entity treated as a single employer with respect to BP US
under section 414(b), (c), (m) or (o) of the Code for the benefit of
the employees of BP US, such other entities or Nutrition 21, Inc;
	 
	(c)	 	each Employee Benefit Plan and Foreign Pension Plan has been
maintained in substantial compliance with its terms and with the
requirements of any and all applicable laws, statutes, rules,
regulations and orders, including those which must be complied with
to obtain the most favourable tax advantages and has been maintained
in good standing with applicable regulatory authorities and the
level of plan assets in each Employee Benefit Plan exceeds the
liabilities under each such Plan that is subject to section 412 of
the Code or section 302 of ERISA (based on the assumptions used to
fund such Plan), as of the date of the most recent financial
statements reflecting those amounts;
	 
	(d)	 	each location in the United States at which a US Obligor has
equipment, inventory or real property with an aggregate fair market
value equal to or greater than $1,000,000 is specified in schedule 8
for that US Obligor;
	 
	(e)	 	no part of the proceeds of any Funding Portion will be used,
whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a violation
of, or that is inconsistent with, the provisions of the Regulations
of the Board of Governors of the Federal Reserve System of the
United States, including Regulation U or X; and
	 
	(f)	 	neither the Parent nor any of its Subsidiaries is:






	(i)	 	an “investment company” as defined in, or subject
to regulation under, the United States Investment Company Act
of 1940; or
	 
	(ii)	 	a “holding company” as defined in, or subject to
regulation under, the United States Public Utility Holding
Company Act 1935.






	4.4	 	Repetition of representations and warranties
	 
	 	 	The representations and warranties in this clause (other than clauses 4.1
(d), (e), (g), (i), (m), (n), (o), (p) or (q) or clause 4.2(a) and in the
case of each Rollover Date, Switch Date and Interest Payment Date, clause
4.2(e)(ii) or (e)(iii)) are taken to be repeated on each Drawdown Date
(other than the first Drawdown Date), each Rollover Date, each Switch
Date and each Interest Payment Date, on the basis of the facts and
circumstances as at that




48









 






	 	 	date (or, in the case of clause 4.2(c), as at the dates contemplated by
that clause, provided that the representation and warranty in clause
4.2(c)(i) in respect of any information memorandum will not be taken to
be repeated after the earlier of:






	(a)	 	the date the Lead Arranger and Underwriter notifies the
Parent that the syndication of the Facilities is complete; and
	 
	(b)	 	9 months from the first Drawdown Date under the Facilities,
unless the Lead Arranger and Underwriter requests an extension to
this date which is approved by the Parent (such approval not to be
unreasonably withheld or delayed), in which case 12 months from the
Drawdown Date under the Facilities.






	4.5	 	Reliance on representations and warranties
	 
	 	 	Each Group Party acknowledges that the other parties have executed the
New Transaction Documents and agreed to take part in the transactions
that the New Transaction Documents contemplate in reliance on the
representations and warranties that are made or repeated in this clause.
	 
	4.6	 	No representations to the Group Parties
	 
	 	 	Each Group Party acknowledges that it has not relied and will not rely on
any representation, statement or promise made by or on behalf of any
other party in deciding to enter into any Transaction Document or to
exercise any right or perform any obligation under any Transaction
Document.
	 
	4.7	 	Acknowledgment of foreign currency risks






	(a)	 	The Parent and each Borrower represents and warrants to each
Arranger, the Facility Agent and the Subscribers (including any
Subscriber Affiliate) it is fully aware of the risks involved when a
Borrower draws a Funding Portion (including the risk that exchange
rate fluctuations may cause the AUD Equivalent of a Funding Portion
to become significantly greater than the AUD Equivalent as at the
Drawdown Date, Rollover Date or Switch Date for that Funding
Portion).
	 
	(b)	 	The Parent and each Borrower agrees that the Arrangers, the
Facility Agent and the Subscribers (including any Subscriber
Affiliate) are not:






	(i)	 	responsible for monitoring or managing the
Group’s exposure to exchange rate fluctuations, or for
advising any Group Member of any fluctuations;
	 
	(ii)	 	obliged to take any action in order to
limit that exposure; or
	 
	(iii)	 	liable for any losses or liabilities that
a Borrower may incur by drawing a Funding Portion in any
currency.






	5.	 	UNDERTAKINGS
	 
	5.1	 	General undertakings
	 
	 	 	The Parent must:




49









 












	(a)	 	(maintain status) maintain, and ensure that each of its
Subsidiaries maintains, its corporate existence except, in the case
of an Excluded Subsidiary, to the extent that it is Liquidated in
accordance with clause 5.8;
	 
	(b)	 	(comply with law) comply with, and ensure that each of its
Subsidiaries complies with, all applicable law including by paying
when due all Taxes for which it or any of its property is assessed
or liable (except to the extent that these are being diligently
contested in good faith and by appropriate proceedings and it or the
relevant Subsidiary has made adequate reserves for them);
	 
	(c)	 	(environmental compliance) either:






	(i)	 	comply, and ensure that each Subsidiary
complies, in all material respects with all Environmental
Laws applicable to it, its business or its property
including (at its cost) obtaining all necessary
Authorisations for the conduct of its business; or
	 
	(ii)	 	be working in accordance with an approved
plan with applicable Government Agencies to remedy any
non-compliance with paragraph (c)(i);






	(d)	 	(prospective environmental issues) undertake action in
accordance with sound business practices to address any actual or
prospective environmental issue in relation to a Group Member, its
business or property to ensure that it does not develop into a
breach of an Environmental Law;
	 
	(e)	 	(keep books) keep, and ensure that each Subsidiary keeps,
proper books of account recording its activities, and permit the
Facility Agent or its representatives on request to examine and take
copies of them;
	 
	(f)	 	(hold Authorisations) obtain and maintain, and ensure that
each Subsidiary obtains and maintains, each Authorisation that is
necessary to:






	(i)	 	enable it to properly execute the
Transaction Documents and to carry out the transactions
that they contemplate;
	 
	(ii)	 	ensure that each Transaction Document is
legal, valid, binding and admissible in evidence; or
	 
	(iii)	 	enable it to properly carry on its
business,






	 	 	and must comply with any conditions to which any of these
Authorisations is subject except, in the case of an Excluded
Subsidiary, to the extent that it is Liquidated in accordance with
clause 5.8;
	 
	(g)	 	(keep documents effective) ensure that each Transaction
Document to which a Group Member is expressed to be a party remains
the legal, valid and binding obligation of that Group Member,
enforceable against it in accordance with its terms (except to the
extent limited by equitable principles and laws affecting creditors’
rights generally);




50









 






	(h)	 	(no contravention) ensure that neither the execution by a
Group Member of the Transaction Documents nor the carrying out by
any Group Member of the transactions that the Transaction Documents
contemplate:






	(i)	 	contravenes any law to which a Group Member
or any of its property is subject or any order of any
Government Agency that is binding on a Group Member or any
of its property;
	 
	(ii)	 	contravenes any Authorisation;
	 
	(iii)	 	contravenes any undertaking or instrument
binding on any Group Member or any of its property;
	 
	(iv)	 	contravenes the constitution of any Group
Member; or
	 
	(v)	 	requires any Group Member to make any
payment or delivery in respect of any Financial
Indebtedness before it would otherwise be obliged to do so;






	(i)	 	(keep Securities effective) ensure that each Security
constitutes a valid perfected first-priority Security Interest in
accordance with its terms over the property to which it is expressed
to apply;
	 
	(j)	 	(insurance) keep, and must ensure that each Subsidiary keeps,
its property and business insured:






	(i)	 	against the risks and in the amounts that
are prudent or usual for a person conducting a business
similar to the relevant entity, with sound and reputable
insurers; or
	 
	(ii)	 	as the Facility Agent reasonably requires,






	 	 	and must provide the Facility Agent on each anniversary of the date
of this document, or otherwise on request, with details of the
insurance, evidence that it is in full effect and evidence that all
premiums have been paid, by providing the Facility Agent on request
with a certificate of currency from a reputable insurance broker in
relation to the Group’s global insurance policies, together with a
report from that insurance broker confirming that those policies
comply with the requirements of this paragraph;
	 
	(k)	 	(no administrator) not appoint, and ensure that no Subsidiary
appoints, an administrator or other insolvency official without at
least 1 Business Day’s prior notice to the Facility Agent, except,
in the case of an Excluded Subsidiary, as part of a Liquidation in
accordance with clause 5.8;
	 
	(l)	 	(permitted use of funds) ensure that each Borrower applies
all Funding Portions made to it solely for the purposes specified in
the relevant Facility Agreement;
	 
	(m)	 	(terms of Associate arrangements):






	(i)	 	use its best endeavours, to the extent that
the relevant contractual arrangements permit it to do so,
to prevent its Associates from




51









 






	 	 	incurring Financial Indebtedness or acquiring businesses
or companies other than as contemplated by clause 7.3(g);
and
	 
	(ii)	 	if it or a Group Member proposes to acquire
an Associate after the date of this document:






	(A)	 	use its best endeavours in the
negotiation of the contractual arrangements regarding
the Associate, in a manner that is commercially
realistic in the context of that Associate and the
Group’s proposed investment in it, to ensure that it is
able to prevent that Associate from incurring Financial
Indebtedness or acquiring businesses or companies other
than as contemplated by clause 7.3(g); or
	 
	(B)	 	to the extent that it is not able to
exercise the control contemplated by paragraph
(m)(ii)(A) in relation to Financial Indebtedness of the
Associate, ensure that there is no recourse (including
by way of Guarantee) to any Group Member in relation to
that Financial Indebtedness.






	5.2	 	Reports and information
	 
	 	 	The Parent must give the Facility Agent:






	(a)	 	(annual Accounts) as soon as possible (and in any event
within 90 days) after the end of each Financial Year, a set of its
audited Accounts (consolidated and unconsolidated) for that
Financial Year, prepared in accordance with the laws of Australia
and (except where inconsistent with those laws) GAAP;
	 
	(b)	 	(quarterly Accounts) as soon as possible (and in any event
within 45 days) after the end of each Financial Quarter, a set of
its unaudited consolidated Accounts for that Financial Quarter,
prepared in accordance with the laws of Australia and (except where
inconsistent with those laws) GAAP, and certified by a director or
the chief financial officer of the Parent as giving a true and fair
view of the Group for that Financial Quarter (but without requiring
the Parent to include the notes or disclosures that GAAP would
otherwise require to be provided with those Accounts in order for
the Accounts to qualify as “true and fair” for the purposes of
GAAP);
	 
	(c)	 	(compliance certificates) at the same time as it gives the
Facility Agent any Accounts under paragraph (a) or (b), a
certificate that:






	(i)	 	sets out each of the Debt Service Cover Ratio,
the Gearing Ratio, the Senior Debt Ratio, the Interest Cover
Ratio and the Senior Interest Cover Ratio for the period of 12
months that ends on the day to which those Accounts are
prepared, together with such details as are required to
demonstrate the calculation of those ratios;
	 
	(ii)	 	sets out the amount of Capex that each Group
Member expended over the relevant period or that each Group
Member entered into an unconditional contractual commitment
over the relevant period, with a person who is not




52









 






	 	 	a Group Member, to expend as Capex over the period of 6
months following the end of the period;






	(iii)    (A)	 	in the case of a certificate that is given at
the same time as Accounts under paragraph (a), is certified as
correct by the accounting firm that audited those Accounts; and
	 
	(B)	 	in the case of a certificate that is
given at the same time as Accounts under paragraph (b),
is certified as correct by a director or the chief
financial officer of the Parent;






	(d)	 	(copy of reports) a copy of each document that it gives to
its shareholders or to any stock exchange, at the same time as it
gives it to them or it;
	 
	(e)	 	(notice of default or Review Event) as soon as it becomes
aware that an Event of Default, Potential Event of Default or Review
Event has occurred, full details of that Event of Default, Potential
Event of Default or Review Event;
	 
	(f)	 	(notice of litigation) full details of any litigation,
arbitration, mediation, conciliation or administrative proceeding
which involves a claim exceeding AUD20,000,000 (or its equivalent in
any other currency) or which, if adversely decided, could have a
Material Adverse Effect, as soon as the proceedings are commenced or
threatened;
	 
	(g)	 	(other information) promptly on request (and in any event
within 5 Business Days) any other information relating to the
financial condition, business, property and affairs of itself or any
Group Member (including copies of internal management reports,
budgets and forecasts) that the Facility Agent reasonably requests;
and
	 
	(h)	 	(Goodman information) as soon as practicable following the
Parent obtaining access to the books and records and financial
information of Goodman and in any event within 90 days of Goodman
becoming a Wholly-Owned Subsidiary of the Parent, an update to the
due diligence reports prepared by KPMG in respect of the Group dated
28 May 2001 and the update due diligence report on Directors’
Projections addressed to and capable of being relied upon by the
Facility Agent and the Subscribers, the scope of such update to be
as reasonably required by the Facility Agent after consultation with
the Parent and to include the financial results of the Group for the
period ended 31 December 2002 together with 5 years of financial
projections which take into account the acquisition of Goodman and
its Subsidiaries; and
	 
	(i)	 	(Projections ) promptly on request (and in any event within 5
Business Days of the first Drawdown Date) pro forma projections for
the Parent and the Subsidiaries on a consolidated basis, reasonably
satisfactory to the Facility Agent, for the period from and
including the first Drawdown Date to and including 30 June 2009,
presented on a quarterly basis for the first 12 months of such
period and on a yearly basis thereafter.






53









 






	5.3	 	Negative undertakings






	 	 	The Parent must:






	(a)	 	(negative pledge) not create or permit to exist, and ensure that no Subsidiary creates or permits to exist, any Encumbrance over
any of its property, other than a Permitted Encumbrance;
	 
	(b)	 	(no Financial Indebtedness) not incur Financial Indebtedness,
and must ensure that no Subsidiary or (if the matter is within the
Parent’s control) Associate incurs Financial Indebtedness, without
the consent of the Facility Agent (acting on the instructions of a
Super-Majority of Subscribers), other than:






	(i)	 	in the case of itself and the Subsidiaries:






	(A)	 	Existing Treasury Transactions (which
may be secured under the Securities as Priority 1 Debt
and Priority 1 Beneficiary’s Debt);
	 
	(B)	 	Treasury Transactions entered into
with a Subscriber or a Subscriber Affiliate or a Lender
or an Affiliate of a Lender (which may be secured under
the Securities as Priority 1 Debt and Priority 1
Beneficiary’s Debt) and unsecured Treasury Transactions
entered into with any other person;
	 
	(C)	 	working capital facilities entered
into by one or more Group Security Providers with
financial institutions (which may be secured as Priority
1 Debt and Priority 1 Beneficiary’s Debt if the
financial institutions first enter into an intercreditor
agreement with the Facility Agent on terms reasonably
satisfactory to the Facility Agent) as long as the
aggregate principal amount of Financial Indebtedness
outstanding under such working capital facilities does
not exceed AUD 40,000,000 on any date;
	 
	(D)	 	Financial Indebtedness entered into
by any Group Security Provider, as long as it is either:






	(I)	 	unsecured; or
	 
	(II)	 	secured under the
Securities as Priority 2 Debenture Stockholder’s
Debt, Priority 3 Debenture Stockholder’s Debt or
Priority 4 Debenture Stockholder’s Debt (each as
defined in the Security Trust Deed), and the
providers of the Financial Indebtedness first
enter into an intercreditor agreement with the
Facility Agent on terms reasonably satisfactory to
the Facility Agent;






	(E)	 	other Financial Indebtedness entered
into by a Group Member that is not a Group Security
Provider, as long as:






	(I)	 	the sum of all such Group Members’:






	 	 	FI x POI,




54









 












	 	 	where:






	 	FI 	for each such Group Member is the aggregate
principal amount of all such Financial
Indebtedness of the Group Member; and
	 
	 	POI 	for each such Group Member is the Parent’s
direct or indirect proportionate
ownership interest in the Group Member,






	 	 	does not exceed the Subsidiary Limit at any time;
and
	 
	(II)	 	the Financial Indebtedness is either unsecured, or only secured
over assets of the relevant Group Member;






	(F)	 	Financial Indebtedness that is
provided by a Group Member to a Group Security Provider,
or by a Group Member (the “First Group Member”) to
another Group Member in which the Parent’s direct or
indirect proportionate ownership interest is the same or
greater than the Parent’s direct or indirect
proportionate ownership in the First Group Member;
	 
	(G)	 	Financial Indebtedness that is
provided by a Group Security Provider to Goodman or any
Wholly-Owned Subsidiary of Goodman after Goodman has
become a Subsidiary of the Parent but before Goodman has
become a Group Security Provider;
	 
	(H)	 	 






	(I)	 	Financial Indebtedness
incurred under the Term B Facility Agreement
(which may be secured under the Term B Pledge
Agreement and under the Securities as Priority 1
Debt and Priority 1 Beneficiary’s Debt); or
	 
	(II)	 	if the commitment under
the Term B Facility Agreement is reduced (the
amount of the reduction being the “Reduction
Amount”), any other Financial Indebtedness up to
an amount equal to the Reduction Amount incurred
in substitution for the Reduction Amount(which may
be secured under the Term B Pledge Agreement and
under the Securities as Priority 1 Debt and
Priority 1 Beneficiary’s Debt); and
	 
	(III)	 	and any other Financial
Indebtedness up to USD $100,000,000 secured on the
same basis and ranking pro rata and pari passu
with the Term A Facility Agreement and the Term B
Facility Agreement which constitutes an
incremental loan amount (as defined in the Term B
Facility Agreement) (which may be secured under
the Term B Pledge Agreement and under the
Securities as Priority 1 Debt and Priority 1
Beneficiary’s Debt);




55









 












	(I)	 	Financial Indebtedness of Goodman or
any of its Subsidiaries that:






	(I)	 	exists on the Control
Date; and
	 
	(II)	 	does not exceed
USD$50,000,000 from and after the later of the
date that is 75 days after:






	(1)	 	the Control Date; and
	 
	(2)	 	the first Drawdown Date;






	(J)	 	 






	(I)	 	the TLA Bridge Debenture
and any other Financial Indebtedness incurred
under the TLA Bridge Facility (which may be
secured under the Securities as Priority 1 Debt
and Priority 1 Beneficiary’s Debt) and any
Financial Indebtedness provided to Goodman to fund
the repayment, prepayment or redemption of the GMF
Notes; provided the entire outstanding principal
amount thereof must be repaid on or prior to the
first Drawdown Date; and
	 
	(II)	 	and any other Financial
Indebtedness provided that in each case such
Financial Indebtedness is used to repay in full
all amounts outstanding under the Facility
Agreements on the day such other Financial
Indebtedness is drawn (which may be secured under
the Securities as Priority 1 Debt and Priority 1
Beneficiary’s Debt).






	(ii)	 	in the case of Associates, any Financial
Indebtedness as long as the sum of all Associates’:
	 
	 	 	FI x POI,
	 
	 	 	where:
	 
	 	FI 	for each Associate is the aggregate
principal amount of all such Financial Indebtedness of
the Associate; and
	 
	 	POI 	for each Associate is the Parent’s
direct or indirect proportionate ownership interest in
the Associate,
	 
	 	does not exceed the Associate Limit at any time;






	(c)	 	(no disposal of property) not dispose of, declare a trust
over or otherwise create an interest in, and must ensure that no
Subsidiary disposes of, declares a trust over or otherwise creates
an interest in, any of its property except:






	(i)	 	as permitted by paragraph (a), (e) or (g);
	 
	(ii)	 	as permitted by clause 7;




56









 












	(iii)	 	in the case of Excluded Subsidiaries, as
contemplated by clause 5.8; or
	 
	(iv)	 	with the consent of the Facility Agent
(acting on the instructions of a Super-Majority of
Subscribers);






	(d)	 	(restrictions on Capex) not incur Capex at any time, and must
ensure that no Subsidiary incurs Capex at any time, if this would
cause the aggregate amount of Capex incurred by Group Members in a
Financial Year to exceed the greater of:






	(i)	 	20% of EBITDA for the Group for that
Financial Year; and
	 
	(ii)	 	the amount set out for that Financial Year
in the following table:





	 	 	 	 	 
	 	 	Permitted Capex (AUD
	Financial Year (end date)
	 	million)

	30 June 2003

	 	 	100.0	 
	30 June 2004

	 	 	170.0	 
	30 June 2005

	 	 	150.0	 
	30 June 2006

	 	 	130.0	 
	30 June 2007

	 	 	120.0	 
	30 June 2008

	 	 	120.0	 








	 	 	plus, for each Financial Year, the amount (if any) by which
the amount actually spent by Group Members on Capex in the
previous Financial Year is less than the amount specified for
that previous Financial Year in the table,






	 	 	calculated, in the case of expenditure incurred in currencies other
than Australian Dollars, at the Spot Rate at the time the
expenditure is incurred;
	 
	(e)	 	(no distributions) not, and ensure that the Subsidiaries do
not, declare or pay any dividend, return any capital to its
shareholders or make any distribution of assets, share capital,
obligations or securities (or, to the extent they represent a
distribution in lieu of a dividend, warrants, rights or options) to
any of its shareholders in their capacity as such (“Distribution”),
unless:






	(i)	 	no Event of Default or Potential Event of Default
has occurred which is continuing immediately prior to the
Distribution and the Distribution will not result in the
occurrence of an Event of Default or Potential Event of
Default; and
	 
	(ii)	 	there is no breach of clause 5.3(i); and
	 
	(iii)	 	one of the following conditions in (A) — (E) below is met:




57









 












	(A)	 	the Distribution is to be funded from either:






	(1)	 	Free Cash Flow (excluding
for the purposes of this clause 5.3(e)(iii) any
amount referred to in paragraph (J)(1) of the
definition of “Free Cash Flow”) available to the
Group at the end of each calendar year after
satisfaction by the Parent of its obligations
under clause 8.2(c) of the Term A Facility
Agreement; or
	 
	(2)	 	Free Cash Flow (excluding
for the purposes of this clause 5.3(e)(iii) any
amount referred to in paragraph (J)(1) of the
definition of “Free Cash Flow”) for the 6 month
period ending on 30 June in each year that would
be available to the Group at the end of that 6
months after the satisfaction by the Parent of its
obligations if the obligations of the Parent under
clause 8.2(c) of the Term A Facility Agreement
also applied for each 6 month period ending on 30
June in each year; or






	(B)	 	the Distribution is in favour of the
Parent or a Wholly-Owned Subsidiary (or, in the case of
a dividend, return of capital or distribution by a
Majority Owned Subsidiary, in favour of all its owners
pro rata in accordance with their respective ownership
interests); or
	 
	(C)	 	in the case of an Excluded
Subsidiary, to the extent that it is Liquidated in
accordance with clause 5.8; or
	 
	(D)	 	with the consent of the Facility
Agent (acting on the instructions of the Majority of
Subscribers); or
	 
	(E)	 	the Distribution is a dividend paid
by the Parent:






	(1)	 	on ordinary shares in the
Parent for an aggregate amount of up to
US$25,000,000 until the Facility Commitments are
reduced to zero; and
	 
	(2)	 	from and after 30
September 2003, on ordinary shares of the Parent
in each fiscal year up to an aggregate amount
equal to:






	(A)	 	25% of Free Cash Flow from the immediately preceding
fiscal year, if the Senior Debt Ratio on the
immediately preceding Calculation Date was
greater than 2.50 times, but less than or
equal to 2.75 times; or
	 
	(B)	 	50% of Free Cash Flow from the immediately preceding
fiscal year, if the Senior Debt Ratio on the
immediately preceding Calculation Date was
less than or equal to 2.50 times; or




58









 












	(3)	 	on Converting Preference Shares in the Parent;






	(f)	 	(no changes to share capital) in the case of the Parent only,
not purchase, redeem, retire, defease, exchange or otherwise acquire
for value all or any part of its issued share capital or any
warrants, rights or options to acquire any of its issued share
capital (whether or not on issue at the date of this document) (a
“Share Capital Event”), except as contemplated by the terms of the
Capital Notes or unless:






	(i)	 	no Event of Default or Potential Event of Default
has occurred which is continuing immediately prior to the

Share Capital Event and the Share Capital Event will not
result in the occurrence of an Event of Default or Potential
Event of Default; and
	 
	(ii)	 	there is no breach of close 5.3(i),
	 
	and:	 	 
	 
	(iii)	 	the Share Capital Event is to be funded from either:






	(A)	 	Free Cash Flow available to the Group
at the end of each calendar year after satisfaction by
the Parent of its obligations under clause 8.2(c) of the
Term A Facility Agreement; or
	 
	(B)	 	Free Cash Flow for the 6 month period
ending on 30 June in each year that would be available
to the Group at the end of that 6 months after the
satisfaction by the Parent of its obligations if the
obligations of the Parent under clause 8.2(c) of the
Term A Facility Agreement also applied for each 6 month
period ending on 30 June in each year; or






	(iv)	 	with the consent of the Facility Agent (acting on
the instructions of the Majority of Subscribers);






	(g)	 	(no mergers or reconstructions) not, and ensure that the
Subsidiaries do not, participate in any merger, demerger,
amalgamation or reconstruction, except:






	(i)	 	in favour of the Parent or a Wholly-Owned
Subsidiary (or, in the case of a merger, demerger,
amalgamation or reconstruction involving a Majority-Owned
Subsidiary, in such a way that the effective indirect
ownership interest of the Parent in that Majority-Owned
Subsidiary or its assets (as appropriate) is not reduced);
	 
	(ii)	 	in the case of an Excluded Subsidiary, to
the extent that it is Liquidated in accordance with clause
5.8; or
	 
	(iii)	 	with the consent of the Facility Agent
(acting on the instructions of the Majority of
Subscribers), which consent may not be unreasonably
withheld;






	(h)	 	(no changes to constitution) not amend, and ensure that no
Subsidiary amends, its constitution, charter, by-laws or other
constituent documents:




59









 












	(i)	 	in a manner that would change its
jurisdiction of incorporation; or
	 
	(ii)	 	otherwise in any respect that would
materially adversely affect the interests of the
Subscribers,






	 	 	without the consent of the Facility Agent (acting on the
instructions of a Majority of Subscribers); and
	 
	(i)	 	(interest on Capital Notes) not pay, and must ensure that no
Subsidiary pays, any interest (in whole or in part) under the Bridge
Facility or the Capital Notes and must suspend, and must ensure that
any Subsidiary suspends, the payment of any such interest in
accordance with the provisions of the Capital Notes Bridge Facility
Agreement and the Capital Notes Trust Deed if at any time there is a
breach of any of the Interest Suspension Financial Covenants and for
so long as that breach continues.
	 
	(j)	 	(early redemption of Capital Notes) not, and must ensure that
its Subsidiaries do not, redeem, repurchase, or retire or acquire
any Capital Notes prior to the scheduled maturity date without the
prior written consent of the Facility Agent (acting on the
instructions of a Majority of Subscribers).






	5.4	 	Financial undertakings






	 	 	The Parent must ensure that:
	 
	(a)	 	(Debt Service Cover Ratio) the Debt Service Cover Ratio for
each period of 12 months that ends on a Calculation Date that occurs
in a period set out in the following table is not less than the
amount set out in the following table opposite that period:





	 	 	 
	 	 	Minimum permitted Debt
	Period
	 	Service Cover Ratio

	To 30 June 2003

	 	1.10 times
	1 July 2003 to 31 December 2003

	 	1.10 times
	1 January 2004 to 30 June 2004

	 	1.10 times
	1 July 2004 to 31 December 2004

	 	1.10 times
	1 January 2005 to 30 June 2005

	 	1.20 times
	1 July 2005 to 31 December 2005

	 	1.20 times
	1 January 2006 to 30 June 2006

	 	1.20 times







60









 






	 	 	 
	 	 	Minimum permitted Debt
	Period
	 	Service Cover Ratio

	After 1 July 2006

	 	1.20 times








	(b)	 	(Gearing Ratio) the Gearing Ratio for each period of 12
months that ends on a Calculation Date that occurs in a period set
out in the following table is not more than the amount set out in
the following table opposite that period:





	 	 	 
	 	 	Maximum permitted
	Period
	 	Gearing Ratio

	To 30 June 2003

	 	4.90 times
	1 July 2003 to 31 December 2003

	 	4.90 times
	1 January 2004 to 30 June 2004

	 	4.75 times
	1 July 2004 to 31 December 2004

	 	4.25 times
	1 January 2005 to 30 June 2005

	 	4.00 times
	1 July 2005 to 31 December 2005

	 	3.75 times
	1 January 2006 to 30 June 2006

	 	3.50 times
	After 1 July 2006

	 	3.25 times








	(c)	 	(Interest Cover Ratio) the Interest Cover Ratio for each
period of 12 months that ends on a Calculation Date that occurs in a
period set out in the following table is not less than the amount
set out in the following table opposite that period:





	 	 	 
	 	 	Minimum permitted
	Period
	 	Interest Cover Ratio

	To 30 June 2003

	 	2.10 times
	1 July 2003 to 31 December 2003

	 	2.10 times







61









 






	 	 	 
	 	 	Minimum permitted
	Period
	 	Interest Cover Ratio

	1 January 2004 to 30 June 2004

	 	2.25 times
	1 July 2004 to 31 December 2004

	 	2.50 times
	1 January 2005 to 30 June 2005

	 	2.50 times
	1 July 2005 to 31 December 2005

	 	2.75 times
	1 January 2006 to 30 June 2006

	 	2.75 times
	After 1 July 2006

	 	3.00 times








	(d)	 	(Senior Interest Cover Ratio) the Senior Interest Cover Ratio
for each period of 12 months that ends on a Calculation Date that
occurs in a period set out in the following table is not less than
the amount set out in the following table opposite that period:





	 	 	 
	 	 	Minimum permitted
	 	 	Senior Interest Cover
	Period
	 	Ratio

	To 30 June 2003

	 	3.75 times
	1 July 2003 to 31 December 2003

	 	3.75 times
	1 January 2004 to 30 June 2004

	 	4.00 times
	1 July 2004 to 31 December 2004

	 	4.25 times
	1 January 2005 to 30 June 2005

	 	4.50 times
	1 July 2005 to 31 December 2005

	 	4.75 times
	1 January 2006 to 30 June 2006

	 	4.75 times
	After 1 July 2006

	 	4.75 times








	5.5	 	Hedging arrangements






	(a)	 	The Parent must ensure that Group Members have entered or
enter into Treasury Transactions in accordance with the Agreed
Hedging Program in relation to the




62









 












	 	 	interest rate exposure of Group Members from 20 December 2002, in
respect of not less than 50% (or 75% in respect of so much of the
Total Debt as is denominated in United States Dollars if at any
time after 20 December 2002 USD LIBOR for a period of 30 days
increases by 0.50% p.a. or more from the rate prevailing as at 20
December 2002 or 75% in respect of so much of the Total Debt as is
denominated in Australian Dollars if at any time after 20 December
2002, AUD Cash Rate increases by 0.50% p.a. or more from the rate
prevailing as at 20 December 2002) of the Total Debt, on terms
reasonably satisfactory to the Facility Agent (acting on
instructions of a Majority of Subscribers).
	 
	(b)	 	The Parent must ensure that Group Members enter into Treasury
Transactions in accordance with the Agreed Hedging Program in
relation to the Borrowers’ foreign exchange exposure in relation to
the Facilities, on terms reasonably satisfactory to the Facility
Agent (acting on instructions of a Majority of Subscribers).
	 
	(c)	 	The Parent must ensure that no Group Member enters into a
Treasury Transaction except in accordance with this subclause or to
hedge foreign exchange exposures that arise from asset purchases by
the Group Member. Without limiting this, the Parent must ensure
that no Group Member enters into a Treasury Transaction for
speculative purposes.






	5.6	 	New Group Security Providers






	(a)	 	The Parent must ensure, if an entity that is not a Group
Member becomes a Group Member and has, or has completed the
acquisition of, total assets of AUD2,000,000 or more, that:






	(i)	 	the entity promptly becomes a Group
Security Provider by executing such Securities and other
documents as the Facility Agent (acting on the instructions
of a Majority of Subscribers) reasonably requires,
consistent with the laws of the relevant jurisdiction,
except to the extent that the Parent demonstrates to the
reasonable satisfaction of the Facility Agent (acting on
the instructions of a Majority of Subscribers) that it is
not reasonably practicable or too expensive to do so
(having regard to the value of the assets involved); and
	 
	(ii)	 	it or the entity provides the Facility
Agent with such evidence and information (such as legal
opinions) in relation to its execution of those documents,
and within such period, as the Facility Agent (acting on
the instructions of a Majority of Subscribers) reasonably
requires,






	 	 	provided that:






	(iii)	 	Goodman and its Subsidiaries will not be
required to become Group Security Providers until each is a
Wholly-Owned Subsidiary of the Parent and all appropriate
shareholder and board resolutions have been passed; and
	 
	(iv)	 	the Parent must use reasonable endeavours
to ensure that Goodman and each of its Subsidiaries
incorporated in Australia satisfy the obligations in
paragraph (i) and (ii) above by 60 days from Goodman
becoming a Wholly-Owned Subsidiary of the Parent and must
satisfy




63









 












	 	 	those obligations within 180 days of Goodman becoming a
Wholly-Owned Subsidiary of the Parent;
	 
	(v)	 	the Parent must satisfy the obligations in
paragraph (i) and (ii) within 90 days from the date of this
document in relation to any Group Member which has acquired
or acquires any assets or shares comprised in the
acquisition of the Fleischmann business unit from Kraft
Foods International Inc.; and
	 
	(vi)	 	notwithstanding the foregoing, or any other
provision of any Transaction Document:






	(A)	 	no more than 65% of the voting
Equity Interests of any “controlled foreign
corporation” within the meaning of section 957 of the
Code (“Controlled Foreign Corporation”) shall be
pledged to secure the obligations of a “United States
Person” within the meaning of section 957 of the Code
(“United States Person”) under any Transaction
Document; and
	 
	(B)	 	no Controlled Foreign
Corporation shall be required to become a Group
Security Provider or otherwise to Guarantee the
obligations of any United States Person under any
Transaction Document,






	 	 	provided however that the Parent must not create or
acquire any entity that would be a Controlled Foreign
Corporation of a United States Person from and after its
creation or acquisition, other than Controlled Foreign
Corporations of a United States Person that exist at the
time of the direct or indirect acquisition of such United
States Person.






	(b)	 	If it is or becomes reasonably practicable or not too
expensive for any Group Member that has total assets of AUD2,000,000
or more, consistent with the laws of the relevant jurisdiction, to
execute in favour of the Security Trustee a Security that it has not
already given to the Security Trustee, the Parent must ensure,
promptly after request from the Facility Agent or after the Parent
otherwise becomes aware that it can be so done, that:






	(i)	 	the entity executes that Security, or any
other document, as the Facility Agent (acting on the
instructions of a Majority of Subscribers) requires; and
	 
	(ii)	 	it or the entity provides the Facility
Agent with such evidence and information (such as legal
opinions) in relation to its execution of those documents,
and in such period, as the Facility Agent (acting on the
instructions of a Majority of Subscribers) reasonably
requires.






	(c)	 	If:






	(i)	 	a Group Member or other entity is required
to become a Group Security Provider under this subclause;
and




64









 






	(ii)	 	that Group Member or other entity is an
obligor in relation to any Financial Indebtedness (other
than Financial Indebtedness permitted under this document),






	 	 	the Parent must ensure, by the time that Group Member or entity is
required to become a Group Security Provider, that its obligations
in relation to that Financial Indebtedness are released, or that
they are either unsecured obligations or secured under the
Securities as Priority 2 Debenture Stockholder’s Debt, Priority 3
Debenture Stockholder’s Debt or Priority 4 Debenture Stockholder’s
Debt (each as defined in the Security Trust Deed) and that (in any
such case) the granting by that Group Security Provider of its
Securities is not a breach of the terms of that Financial
Indebtedness.






	5.7	 	Introduction of a new Borrower






	(a)	 	Subject to paragraph (d), the Parent may propose to the
Facility Agent that a Group Security Provider that is both:






	(i)	 	incorporated and carrying on business in
Australia, the Netherlands, United Kingdom, Germany or the
United States of America; and
	 
	(ii)	 	a “Debtor” as defined in the Guarantee and
Indemnity (as that term is defined in the Security Trust
Deed),






	 	 	become an additional Borrower for the purposes of this document and
the Facility Agreements.
	 
	(b)	 	If the Parent makes a request under paragraph (a), and the
Facility Agent (acting on the instructions of a Super-Majority of
Subscribers) agrees, the Parent must ensure that the proposed
Borrower becomes a Borrower for the purposes of this document and
Facility Agreements by executing, and ensuring that the existing
Borrowers and the proposed Borrower execute, such accession and
other documentation as the Facility Agent requires, and by providing
the Facility Agent with such evidence and information (such as legal
opinions) in relation to the execution of those documents as the
Facility Agent reasonably requires in order to give effect to that
accession to the Facility Agent’s satisfaction.
	 
	(c)	 	A Group Member may only accede to this document and the
Facility Agreements as a new Borrower on the basis that it shares in
the Commitments of the existing Borrower in the same jurisdiction
(or, in the case of a Group Member that is incorporated in the
United Kingdom or the Netherlands, in the Commitments of the
existing Borrower in Germany). The documentation executed in
accordance with paragraph (b) must make such consequential changes
to this document and the Facility Agreements as are necessary to
give effect to this.
	 
	(d)	 	The Parent may only add one Borrower in each of Australia and
the United States of America and two in aggregate in any of the
Netherlands, United Kingdom and Germany.




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	5.8	 	Excluded Subsidiaries






	(a)	 	The Parent may procure the Liquidation of any Subsidiary
(other than a Borrower) if:






	(i)	 	the Parent determines that such Liquidation
is in the best interests of the Group;
	 
	(ii)	 	the effect of such Liquidation will not be
adverse to the rights and interests of the Subscribers in
any material respect; and
	 
	(iii)	 	such Liquidation is accomplished in
accordance with this clause 5.8.






	 	 	(any Subsidiary to be so liquidated being referred to herein as an
“Excluded Subsidiary”).
	 
	(b)	 	The Parent must ensure that:






	(i)	 	the Liquidation of any Excluded Subsidiary
is conducted as a solvent Liquidation (in relation to any
obligation owed by the Excluded Subsidiary to any person
other than a Group Member);
	 
	(ii)	 	the Liquidation process (once commenced) is
pursued and completed diligently; and
	 
	(iii)	 	any property of the Excluded Subsidiary is
distributed to the Parent or another Subsidiary in which
the Parent has at least the same effective ownership
interest as it has in the Excluded Subsidiary (and which,
if the Excluded Subsidiary was a Group Security Provider,
must also be or become a Group Security Provider), or is
otherwise dealt with in accordance with clause 7.






	(c)	 	The representations and warranties in clauses 4.1(a), (b)(i),
(d)(iii), (e), (m) and (o) do not apply in relation to an Excluded
Subsidiary to the extent that the representation and warranty would
be incorrect because the Excluded Subsidiary is in the process of
being Liquidated in accordance with paragraph (b).
	 
	(d)	 	The release of any Security by an Excluded Subsidiary which
is required in order to permit or is necessary as a consequence of
the Liquidation is taken to have been permitted for all relevant
purposes under each Transaction Document.






	5.9	 	Underwriters’ fees






	 	 	On the first Drawdown Date, the Parent must pay each Initial Subscriber
that the Arrangers have identified to the Parent as an underwriter such
fee for participating in the underwriting of the Facilities as the
Arrangers direct, as long as the aggregate amount payable by the Parent
does not exceed the underwriting fee that the Parent and the Lead
Arranger and Underwriter agreed in a letter agreement dated 11 December
2002.




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	5.10	 	Facility Agent’s fee and expenses






	 	 	The Parent must pay the Facility Agent such fee and expenses for acting
in that capacity as the Parent and the Facility Agent agree in a letter
agreement entered into on or around the date of this document.






	5.11	 	Negotiation of bilateral facilities






	(a)	 	The parties acknowledge that the Parent prefers if possible
that each Borrower be able to borrow in its domestic currency from a
Subscriber operating through a lending office in that Borrower’s
jurisdiction of incorporation.
	 
	(b)	 	The parties agree to consider in good faith any proposal to
amend the arrangements reflected in this document and the Facility
Agreements to permit one or more Borrowers to enter into one or more
bilateral loan facility agreements with one or more Subscribers on
the basis that:






	(i)	 	any such bilateral facility agreement is
agreed by the Parent and the Facility Agent (on the
instructions of all Subscribers) to be a Facility Agreement
for the purposes of this agreement;
	 
	(ii)	 	the Commitments under the existing Facility
Agreements will be reduced to reflect the new funding
commitments under the proposed bilateral facility
agreements; and
	 
	(iii)	 	such other consequential amendments are
made to this document and the existing Facility Agreements
as the Parent and the Facility Agent (on the instructions
of all Subscribers) agree are necessary to give effect to
this.






	5.12	 	Offer Undertakings






	 	 	The Parent shall procure BPC1:
	 
	 	 	Goodman shares






	(a)	  (i)     	immediately upon satisfying the requirements of ss
661A(1) or 661A(3) of the Corporations Act 2001 (whichever occurs
earlier), promptly gives the Facility Agent notice of satisfying
those requirements and that BPC1 does not extend the offer period
for the Offer after that time without the consent of the Facility
Agent;
	 
	 	  (ii)    	 exercises any and all rights which it has under Part
6A.1 of the Corporations Act 2001 to compulsorily acquire all
ordinary shares in Goodman (including, without limitation, any
Goodman ordinary shares issued within 6 weeks of the close of the
Offer as a result of the exercise of Goodman options) so that, in
all events, BPC1 lodges a compulsory acquisition notice with the
Australian and Securities Investment Commission pursuant to s
661B(1) of the Corporations Act 2001 no later than 5 Business
Days after the close of the Offer;




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	(iii)	 	if the Offer becomes or is declared unconditional,
promptly gives to the Facility Agent a copy of the notification
by BPC1 under the Corporations Act 2001 that the Offer is
unconditional; and
	 
	(iv)	 	promptly gives the Facility Agent notice of the waiver
or satisfaction of any condition in the Offer;






	(b)	 	if, during or at the close of the Offer, BPC1 has not satisfied
the requirements of ss 661A(1) or 661A(3) of the Corporations Act
2001 in relation to Goodman ordinary shares, but at any time after
the close of the Offer BPC1 becomes a “90% holder” of Goodman
ordinary shares within the meaning of s 664A(1) and (2) of the
Corporations Act 2001, immediately upon BPC1 becoming a “90% holder”
of Goodman ordinary shares to exercise any and all rights which it
has under Part 6A.2 of the Corporations Act 2001 to compulsorily
acquire any ordinary shares in Goodman so that, in all events, BPC1
lodges a compulsory acquisition notice with the Australian Securities
and Investments Commission pursuant to s 664C(2)(a) of the
Corporations Act 2001 no later than 5 Business Days after becoming a
“90% holder” of Goodman ordinary shares;






	 	 	Goodman options






	(c)	 	prior to making the Options Offer, to use all reasonable
endeavours to obtain a modification of Chapters 6 and 6A of the
Corporations Act 2001 from the Australian Securities and Investments
Commission so that all Goodman options are treated as a single class
of securities for the purposes of the Options Offer;






	(d)	  (i)    	immediately upon satisfying the requirements of ss 661A(1)
or 661A(3) of the Corporations Act 2001 (whichever occurs earlier) in
relation to the options, promptly gives the Facility Agent notice of
satisfying those requirements and does not extend the offer period
for the Options Offer after that time without the consent of the
Facility Agent;
	 
	 	  (ii)    	exercises any and all rights which it has under Part 6A.1
of the Corporations Act 2001 to compulsorily acquire or
compulsorily procure the cancellation of all options in Goodman so
that, in all events, BPC1 lodges a compulsory acquisition notice
with the Australian and Securities Investments Commission pursuant
to s 661B(1) of the Corporations Act 2001 no later than 5 Business
Days after the close of the Options Offer;
	 
	 	  (iii)    	if the Options Offer becomes or is declared
unconditional, promptly gives to the Facility Agent a copy of the
notification by BPC1 under the Corporations Act 2001 that the
Options Offer is unconditional; and
	 
	 	  (iv)    	promptly gives the Facility Agent notice of the waiver or
satisfaction of any condition in the Options Offer;






	(e)	 	if, during or at the close of the Options Offer, BPC1 has not
satisfied the requirements of ss 661A(1) or 661A(3) of the
Corporations Act 2001 in relation to Goodman options, but at any time
after the close of the Options Offer BPC1 becomes a “90% holder” of
Goodman options within the meaning of s 664A(1) and (2) of the
Corporations Act 2001, immediately upon BPC1 becoming a “90% holder”

of Goodman options to exercise any and all rights which it has under
Part




68









 






	 	 	6A.2 of the Corporations Act 2001 to compulsorily acquire any
Goodman options so that, in all events, BPC1 lodges a compulsory
acquisition notice with the Australian Securities and Investments
Commission pursuant to s 664C(2)(a) of the Corporations Act 2001 no
later than 5 Business Days after becoming a “90% holder” of Goodman
options;






	 	 	Goodman shares and options






	(f)	 	if BPC1 receives a request for a statement of the names and
addresses of the remaining holders of Goodman ordinary shares or
options pursuant to ss 661D(1) or 664C(1)(c)(i) of the Corporations
Act 2001, as the case may be, immediately to provide such written
statement to the person who requested it; and
	 
	(g)	 	if court proceedings are commenced to object to the compulsory
acquisition of Goodman ordinary shares or options pursuant to Part
6A.1 or Part 6A.2 of the Corporations Act 2001, to use all reasonable
endeavours to expedite such court proceedings and to ensure that the
court finally determines such proceedings as soon as possible; and
	 
	(h)	 	to complete the compulsory acquisition of any Goodman ordinary
shares pursuant to s666B of the Corporations Act 2001 or options
pursuant to the Corporations Act 2001 immediately upon becoming
entitled to do so pursuant to Part 6A.1 or Part 6A.2 of the
Corporations Act 2001, as the case may be.
	 
	 	In this clause 5.12 all references to the Corporations Act 2001
are references to the Corporations Act 2001 (Cth) and includes all
statutes, regulations, proclamations, ordinances, by-laws and
declarations of any Government Agency modifying, varying,
consolidating or replacing it, including in relation to its
application to BPC1, the Offer and any Options Offer, and are to be
taken to be subject to any exemption granted to the Parent or BPC1
(as the case may be) from compliance with it.






	5.13	 	Supplemental Securities






	 	 	To the extent that the Facility Agent has not received on or before the
first Drawdown Date the Supplemental Securities together with such
evidence and information (such as legal opinions) in relation to the
execution of the Supplemental Securities as the Facility Agent (acting on
the instructions of the Majority of Subscribers) reasonably requires, the
Parent must ensure that the Supplemental Securities are executed by the
relevant Group Security Provider and the evidence and information
provided to the Facility Agent, in form and substance satisfactory to the
Facility Agent acting reasonably, as soon as reasonably practicable and
in any event within 90 days of the first Drawdown Date.






	6.	 	DELETED






	7.	 	ASSET DISPOSALS AND ACQUISITIONS






	7.1	 	Permitted asset disposals outside Group Members






	(a)	 	Subject to paragraph (c), the Parent must ensure that a Group
Member only disposes of property to a person other than a Group
Member:






	(i)	 	if the disposal is made on an arm’s length
basis;




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	(ii)	 	to the extent that the Net Disposal
Proceeds are in cash and are not proceeds from the
disposition of Excluded Assets, if they are dealt with in
accordance with paragraph (b); or
	 
	(iii)	 	to the extent that the Net Disposal
Proceeds are not in cash, if the property acquired as
consideration for the disposal:






	(A)	 	is either promissory notes or
debt securities not exceeding in aggregate
AUD15,000,000 (in relation to all disposals permitted
under this sub-paragraph) at any time or a business
or company that principally conducts the
manufacturing, processing or distribution of food
ingredients, consumer branded food products or
non-alcoholic beverages; and
	 
	(B)	 	otherwise complies (and that
the Parent complies) with clauses 7.3(a)(ii), (b),
(c), (d) and (e).






	(b)	 	If a Group Member disposes of property (other than Excluded
Assets) and paragraph (a)(ii) applies:






	(i)	 	the Parent must ensure that an amount equal to
25% of the instalment of Net Disposal Proceeds is immediately
on receipt applied towards repayment of outstanding Funding
Portions or by reducing the Paid Up Amount of Term Debentures
under the Term A Facility Agreement, in accordance with clause
8.2 of the Term A Facility Agreement and repayment of advances
under the Term B Facility Agreement in accordance with section
2.13 of the Term B Facility Agreement ; and
	 
	(ii)	 	the Parent must ensure that an amount equal to
75% of the instalment of Net Disposal Proceeds is deposited
immediately on receipt into the Investment Account, on the
basis that it will become a Repayment Amount to the extent
that it is not reinvested in accordance with clause 7.3 within
182 days (or, if a Group Member has entered within 182 days
into an agreement with a person who is not a Group Member to
purchase property in accordance with clause 7.3, within a
further period of 90 days, immediately after expiry of that
period).






	(c)	 	Despite paragraphs (a) and (b), a Group Member may dispose
of:






	(i)	 	trading stock or obsolete or surplus assets on an
arm’s length basis in a transaction that is entered into in
the ordinary course of the ordinary business of the Group; or
	 
	(ii)	 	other property on an arm’s length basis, if the
aggregate arm’s length value of all such property that is
disposed of by Group Members in the then current Financial
Year is less than AUD20,000,000 (or its equivalent, calculated
at the Spot Rate at the time of the disposal); or
	 
	(iii)	 	GF Program Receivables pursuant to the GMF
Securitisation Facility in an aggregate outstanding amount at
any time not in excess of the Threshold Amount; or




70









 












	(iv)	 	the Gelatin Disposal,






	 	 	without the proceeds of the disposal being required to be
dealt with in accordance with paragraphs (a) and (b).






	7.2	 	Permitted asset disposals to Group Members






	(a)	 	Subject to paragraph (b), the Parent must ensure that a Group
Member only disposes of property to another Group Member on the
following basis:






	(i)	 	the Parent or a Wholly-Owned Subsidiary may
only dispose of property to the Parent or a Wholly-Owned
Subsidiary;
	 
	(ii)	 	a Group Security Provider may only dispose
of property that is subject to a Security to another Group
Security Provider, and only if the Facility Agent is
satisfied that the property as acquired by the second Group
Security Provider will be subject to a Security that is
satisfactory to the Facility Agent; and
	 
	(iii)	 	a Majority-Owned Subsidiary may only
transfer property to the Parent, a Wholly-Owned Subsidiary
or another Majority-Owned Subsidiary in which the Parent
has at least the same effective ownership interest.






	(b)	 	A Group Member may also dispose of property to another Group Member:






	(i)	 	in a transaction that is permitted under
clause 5.3(a), (c), (e) or (g);
	 
	(ii)	 	if the property is trading stock or
obsolete or surplus assets and the disposal is made on an
arm’s length basis in a transaction that is entered into in
the ordinary course of the ordinary business of the Group;
	 
	(iii)	 	in accordance with clause 5.8; or
	 
	(iv)	 	with the consent of the Facility Agent
(acting on the instructions of a Majority of Subscribers).






	7.3	 	Permitted business acquisitions






	(a)	 	Subject to paragraph (f), the Parent must ensure that a Group
Member only acquires an interest in a business or company if:






	(i)	 	the business or company principally
conducts the manufacturing, processing or distribution of
food ingredients, consumer branded food products or
non-alcoholic beverages;
	 
	(ii)	 	the ratio of:






	(A)	 	Net Priority 1 Debt as at the end of
the previous Financial Quarter or on the last day of the
previous Financial Year (whichever day is more recent);




71









 






	to	 	 
	 
	(B)	 	the consolidated EBITDA of the Group
and the acquired business or company over the period of
12 months ending on the last day of the previous
Financial Quarter or on the last day of the previous
Financial Year (whichever day is more recent),
	 






	 	 	does not exceed 2.75:1.






	(b)	 	As soon as reasonably practicable after a Group Member makes
an acquisition of a type described in clause 7.3(a)(i), but no later
than 30 days after the acquisition (unless otherwise agreed between
the Parent and Facility Agent), the Parent must provide the Facility
Agent with:






	(i)	 	such due diligence reports in relation to
the acquisition as it may have obtained from accounting,
legal, technical, engineering, environmental and other
professional advisers (which must be reputable and
industry-recognised in their respective areas of
expertise); and
	 
	(ii)	 	the terms of engagement and scope of those
reports.






	(c)	 	As soon as reasonably practicable after a Group Member makes
an acquisition of a type described in clause 7.3(a)(i), but no later
than 30 days after the acquisition, the Parent must provide the
Facility Agent with a certificate, signed by a director or the
principal accounting officer of the Parent, that sets out:






	(i)	 	the ratio referred to in clause 7.3(a)(ii)
together with such details as are required to demonstrate
the calculation of the ratio; and
	 
	(ii)	 	details of the business strategy for the
acquired business or company for the current and next 2
full Financial Years, together with an analysis of the
anticipated impact of the acquisition on the Debt Service
Cover Ratios, Gearing Ratios, Interest Cover Ratios and
Senior Interest Cover Ratios for the Group for each of
those periods.






	(d)	 	Within 5 days after a Group Member makes an acquisition of a
type described in clause 7.3(a)(i), the Parent must provide the
Facility Agent with a certificate, signed by a director of the
Parent on behalf of the board of the Parent, stating that the board
has:






	(i)	 	approved the acquisition; and
	 
	(ii)	 	confirmed that the proposed acquisition
will not give rise to an Event of Default or Potential
Event of Default.






	(e)	 	If a Group Member acquires an interest in a business or
company that has total assets of AUD2,000,000 or more, the Parent
must ensure that the Group Member that acquires the interest, or (at
the option of the Facility Agent) each Group Member that holds
shares or other ownership interests in that Group Member:






	(i)	 	executes such Securities and other
documents as the Facility Agent reasonably requires,
consistent with the laws of the relevant




72









 






	 	 	jurisdiction, except to the extent that the Parent
demonstrates to the reasonable satisfaction of the
Facility Agent (acting on the instructions of a Majority
of Subscribers) that it is not reasonably practicable or
it is too expensive to do so; and
	 
	(ii)	 	provides the Facility Agent with such
evidence and information (such as legal opinions) in
relation to its execution of those documents, as the
Facility Agent reasonably requires,






	 	 	promptly after the acquisition is completed.






	(f)	 	Despite paragraph (a), the Parent may also permit a Group
Member to acquire:






	(i)	 	a business or company that principally conducts
the manufacturing, processing or distribution of food
ingredients, consumer branded food products or non-alcoholic
beverages if the arm’s length acquisition cost is less than
AUD30,000,000 (or its equivalent), and none of the acquisition
cost is funded by a withdrawal from an Investment Account; and
	 
	(ii)	 	all of the issued shares or any other equity
interests in New Zealand Dairy Foods Holdings Limited on an
arm’s length basis so long as:






	(A)	 	the Parent receives and furnishes to
the Facility Agent any report relating to the fairness
and reasonableness of the transaction to the
shareholders of the Parent (other than Rank Group
Limited and its associates) which is required to be
prepared under the ASX Listing Rules or the Corporations
Act from an independent expert who must be reputable and
industry recognised; and
	 
	(B)	 	after giving pro forma effect thereto
(including the financing therefor), the Gearing Ratio as
at the end of the previous Financial Year or Financial
Quarter (whichever is more recent) would be at least
0.50 to 1.00 less than the maximum permitted Gearing
Ratio at such time pursuant to clause 5.4(b).






	(g)	 	The Parent must ensure that no Group Member or (to the extent
within the Parent’s control) Associate acquires a business or
company that does not principally conduct the manufacturing,
processing or distribution of food ingredients, consumer branded
food products or non-alcoholic beverages , without the consent of
the Facility Agent (acting on the instructions of all the
Subscribers).






	7.4	 	Investment Account






	(a)	 	The Parent must:






	(i)	 	procure that one or more Group Security
Providers establish one or more accounts denominated in
Australian Dollars, Canadian Dollars, Euro, New Zealand
Dollars or United States Dollars with the Co-Trustee or one
or more Subscribers or Lenders (but with no more than 4
Subscribers in aggregate) on the Co-Trustee’s or the
relevant Subscriber’s or Lender’s usual market terms for
accounts of that nature, each entitled “Burns Philp –
Investment Account”; and




73









 






	(ii)	 	ensure that each of those accounts is the
subject of a valid and perfected first-priority Security in
favour of the Security Trustee (on such terms as the
Facility Agent reasonably requires), supported by such
other documentation and opinions as the Facility Agent
reasonably requires,






	 	 	before a deposit is required to be made into the account under this
document.






	(b)	 	Each Investment Account must be established under the control
of the Security Trustee, and in the name and for the account of the
relevant Group Security Provider but on the basis that it is subject
to this clause.
	 
	(c)	 	The Parent must ensure that each Investment Account is
maintained in order, and ensure that it remains in credit, at all
times.
	 
	(d)	 	Interest that accrues on an Investment Account is to be paid
in accordance with the terms of the relevant Investment Account to
such other account as the Parent directs.
	 
	(e)	 	A Group Security Provider, by giving an appropriately
completed IA Withdrawal Request to the Facility Agent and the
Security Trustee at least 3 Business Days before the proposed
withdrawal date, may require the Security Trustee to permit it to
withdraw money standing to the credit of its Investment Account
(other than a Repayment Amount) if:






	(i)	 	no Event of Default or Potential Event of Default
has occurred and is continuing; and
	 






	(ii)	(A)	 	it or another Group Security Provider
immediately applies the withdrawn amount towards the purchase
of a business or company that principally conducts the
manufacturing, processing or distribution of food ingredients,
consumer branded food products or non-alcoholic beverages; or






	(B)	 	it or another Group Security Provider
has applied an amount equal to the withdrawn amount,
funded from other sources, within the previous 90 days
towards the purchase of a business or company that
principally conducts the manufacturing, processing or
distribution of yeast or food ingredients, consumer
branded food products or non-alcoholic beverages,






	 	 	in accordance with clause 7.3(a).






	(f)	 	A Group Security Provider, by giving an appropriately
completed IA Withdrawal Request to the Facility Agent and the
Security Trustee at least 3 Business Days before the proposed
withdrawal date, may also require the Security Trustee to permit it
to withdraw money standing to the credit of its Investment Account
(other than a Repayment Amount) in order to purchase a business or
company that principally conducts the manufacturing, processing or
distribution of food products or beverages with the consent of the
Facility Agent (acting on the instructions of a Majority of
Subscribers).




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	(g)	 	An amount standing to the credit of an Investment Account may
only be withdrawn in accordance with this clause.






	7.5	 	Application of Repayment Amounts






	 	 	The Parent must ensure that any Repayment Amount that has become a
Repayment Amount under clause 7.1(b)(ii), is applied toward repayment of
outstanding Funding Portions by reducing the Paid Up Amount of Term
Debentures under the Term A Facility Agreement in accordance with clause
8.2 of the Term A Facility Agreement and repayment of outstanding
advances under the Term B Facility Agreement in accordance with section
2.13 of the Term B Facility Agreement within 90 days.






	8.	 	DEFAULT






	8.1	 	Events of Default






	 	 	Each of these events or circumstances is an Event of Default:






	(a)	 	(non-payment of principal) if a Borrower fails to pay any
amount of principal that is due and payable by it under any
Transaction Document when it is due;
	 
	(b)	 	(non-payment of other amounts) if a Group Party fails to pay
any amount other than principal that is due and payable by it under
any Transaction Document within 2 Business Days of its due date;
	 
	(c)	 	(other obligations) if a Group Party fails to comply with any
of its obligations under any Transaction Document (other than a
failure referred to elsewhere in this clause or a failure to comply
with clause 5.1(f)) and:






	(i)	 	the Facility Agent reasonably considers
that the failure cannot be remedied; or
	 
	(ii)	 	the Facility Agent reasonably considers
that the failure can be remedied, and the failure is not
remedied within 15 Business Days after the Facility Agent
requires the Parent to remedy it;






	(d)	 	(misrepresentation) if any representation, warranty or
statement made by, or repeated by, any Group Member in or in
connection with any Transaction Document (other than under clause
4.1(d)) is untrue or misleading (whether by omission or otherwise)
in any material respect when so made or repeated;
	 
	(e)	 	(Insolvency Event) if an Insolvency Event occurs in respect
of a Group Party or any other Subsidiary, other than a Liquidation
of an Excluded Subsidiary in accordance with clause 5.8;
	 
	(f)	 	(maintenance of capital) if the Parent passes a resolution:






	(i)	 	to permit the giving of financial
assistance, whether directly or indirectly, for the purpose
of, or in connection with, an acquisition or proposed
acquisition by a person of shares or of any right or
interest in shares in it or in any holding company of it;





75









 






	(ii)	 	for the reduction of its share capital
(including the purchase of its shares but excluding a
redemption of redeemable shares) except as permitted under
this agreement; or
	 
	(iii)	 	to limit its ability to make calls on its
uncalled share capital,






	 	 	without the consent of the Facility Agent;






	(g)	 	(Material Adverse Effect) if an event or a change occurs or a
series of events or changes occur which have or is or are likely to
have a Material Adverse Effect (excluding any event or change that
may arise as a consequence of the announcement or consummation of
the Offer or the financing for the Offer);
	 
	(h)	 	(cross-default) if:






	(i)	 	any Financial Indebtedness of any Group
Member in an amount exceeding AUD40,000,000 (or its
equivalent) becomes due for payment or delivery (other than
at the option of the relevant Group Member) before the
stated maturity of that Financial Indebtedness as a result
of a default or event of default (however described)
(except in the case of the Existing Senior Loan Agreements
or any Financial Indebtedness of Goodman or any of its
Subsidiaries prior to Goodman becoming a Wholly-Owned
Subsidiary of the Parent);
	 
	(ii)	 	an agreement by any person with any Group
Member to provide or underwrite financial accommodation in
an amount exceeding AUD40,000,000 (or its equivalent), or
to acquire or assume any risk in respect of Financial
Indebtedness in an amount exceeding AUD40,000,000 (or its
equivalent), is prematurely terminated as a result of a
default or event of default (however described) (except in
the case of the Existing Senior Loan Agreements or any
Financial Indebtedness of Goodman or any of its
Subsidiaries prior to Goodman becoming a Wholly-Owned
Subsidiary of the Parent); or
	 
	(iii)	 	any money or commodity owing or
deliverable by any Group Member in respect of any Financial
Indebtedness in an amount exceeding AUD40,000,000 (or its
equivalent) is not paid or delivered when due for payment
or delivery (having regard to any applicable grace period)
(except in the case of the Existing Senior Loan Agreements
or any Financial Indebtedness of Goodman or any of its
Subsidiaries prior to Goodman becoming a Wholly-Owned
Subsidiary of the Parent);






	(i)	 	(creation of Encumbrances) if any Group Member creates or
permits to exist any Encumbrance over any of its property, other
than a Permitted Encumbrance;
	 
	(j)	 	(enforcement of Encumbrances) if any Encumbrance over
property of a Group Member that secures an amount in excess of
AUD20,000,000 becomes enforceable;
	 
	(k)	 	(compulsory acquisition) if all or a material part of the
property of a Group Member is compulsorily acquired by any
Government Agency or a Group Member sells or divests itself of all
or a material part of its property because it is required to do so
by a binding order from a Government Agency, and the Group




76









 






	 	 	Member does not receive compensation for the acquisition, sale or
disposal that is acceptable to the Facility Agent;
	 
	(l)	 	(inability to perform) if a Group Member ceases for any
reason to be able lawfully to carry out all the transactions that
any Transaction Document contemplates may be carried out by it,
unless arrangements satisfactory to the Facility Agent to replace
the relevant provision are not agreed and implemented to the
satisfaction of the Facility Agent within 20 Business Days (or, if
the Parent demonstrates to the satisfaction of the Facility Agent
within that period that it is diligently pursuing a replacement of
the relevant provision and that the relevant provision will be able
to be replaced as required within such longer period as the Facility
Agent may approve, that longer period);
	 
	(m)	 	(Security void) if:






	(i)	 	all or any material provision of any
Security or any other Security Document is or becomes void,
voidable, illegal or unenforceable or of limited force
(other than because of equitable principles or laws
affecting creditors’ rights generally); or
	 
	(ii)	 	a Security is not or ceases to be a valid,
perfected first-priority Security Interest in accordance
with its terms over the property to which it is expressed
to apply;






	 	 	or a Group Member claims this to be the case, unless the Facility
Agent determines in any such case that the affected provision is
not material to the Subscribers’ overall security position;
	 
	(n)	 	(other Transaction Documents void) if all or any material
provision of any Transaction Document other than a Security is or
becomes void, voidable, illegal or unenforceable or of limited force
(other than because of equitable principles or laws affecting
creditors’ rights generally), or a Group Member claims this to be
the case, unless arrangements satisfactory to the Facility Agent to
replace that provision are not agreed and implemented to the
satisfaction of the Facility Agent within 20 Business Days (or, if
the Parent demonstrates to the satisfaction of the Facility Agent
within that period that it is diligently pursuing a replacement of
the relevant provision and that the relevant provision will be able
to be replaced as required within such longer period as the Facility
Agent may approve, that longer period);
	 
	(o)	 	(Financial Indebtedness) if a Subsidiary incurs Financial
Indebtedness in breach of clause 5.3(b);
	 
	(p)	 	(loss of material Authorisations) if a Group Member ceases to
hold:






	(i)	 	an Authorisation that is necessary to
enable it to properly execute the Transaction Documents and
to carry out the transactions that they contemplate and to
ensure that each Transaction Document is legal, valid,
binding and admissible in evidence; or
	 
	(ii)	 	any material Authorisation that is
necessary to enable it to properly carry on its business
and this has a Material Adverse Effect,




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	 	 	and if the Facility Agent reasonably considers that the cessation
can be remedied, the cessation is not remedied within 15 Business
days after the Facility Agent requires the Parent to remedy it;






	(q)	 	(environmental breach) if a Group Member breaches an
Environmental Law that is applicable to it, its business or its
property in a manner that has a Material Adverse Effect.






	8.2	 	Consequences of an Event of Default






	 	 	If an Event of Default has occurred and has not been remedied, the
Facility Agent may notify the Parent that:
	 






	(a)	 	the Subscribers’ obligation to provide the Facilities is
terminated, in which case their obligation to do so terminates
immediately;
	 
	(b)	 	the Commitment of each Subscriber under each Facility
Agreement is cancelled, in which case their Commitments will be
cancelled immediately;
	 
	(c)	 	each outstanding Funding Portion under each Facility
Agreement , any accrued but unpaid interest and all other amounts
outstanding under each Transaction Document are due and payable, in
which case those amounts are immediately due and payable;
	 
	(d)	 	each outstanding Funding Portion under each Facility
Agreement , any accrued but unpaid interest and all other amounts
outstanding under each Transaction Document are due and payable on
demand, in which case those amounts will be due and payable on
demand made at any time; and
	 
	(e)	 	any amount outstanding under a Transaction Document in a
currency other than Australian Dollars is to be converted into
Australian Dollars at the Spot Rate on the date of the declaration
in which case the amount is taken to be converted.






	8.3	 	Review Event






	(a)	 	A Review Event occurs if none of Mr Graeme Hart (or, in the
event of his incompetence or death, his estate, heirs, executor,
administrator, committee or other personal representative
(collectively, “heirs”), any of his immediate family members (the
“Hart Family”), or any entity controlled directly or indirectly by a
member or members of the Hart Family or any trust for the benefit of
a member of the Hart Family:






	(i)	 	has, or together have, a beneficial interest
(directly or indirectly) in the Parent, calculated on a fully
diluted basis, of at least 35% of the issued share capital of
the Parent; and
	 
	(ii)	 	is, or together are, the single largest
shareholder, or group of shareholders, in the Parent on a
fully diluted basis.






	(b)	 	If a Review Event occurs, the Parent must notify the Facility
Agent within 5 Business Days.




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	(c)	 	If a Review Event occurs, the Facility Agent (acting on the
instructions of the Majority of Subscribers), within 30 days after
the Review Event occurs, may notify the Parent that:






	(i)	 	the Subscribers’ obligation to provide the
Facilities is to be terminated;
	 
	(ii)	 	the Commitment of each Subscriber under
each Facility Agreement is to be cancelled; and
	 
	(iii)	 	each outstanding Funding Portion under
each Facility Agreement, any accrued but unpaid interest
and all other amounts outstanding under each Transaction
Document are to become due and payable,






	 	 	on the day that occurs 90 days after the date of the Facility
Agent’s notice, in which case those obligations terminate, the
Commitments are cancelled and those amounts are due and payable, on
that date.






	(d)	 	The rights of the Facility Agent and the Subscribers under
other provisions of this document and the Facility Agreements (such
as clause 8.2 of this document) are not affected by a notice given
by the Facility Agent under paragraph (c).






	8.4	 	High Yield Note Indenture






	 	 	Notwithstanding any other provision in this document, no Event of Default
or Potential Event of Default will occur if:
	 
	(a)	 	section 4.11 of the High Yield Note Indenture is breached as
a result of the Parent failing to cause Goodman or any of its
Subsidiaries to provide a Guaranty Agreement (as defined in the High
Yield Note Indenture) at the time BPC1 acquires more than 50% of the
ordinary shares of Goodman; or
	 
	(b)	 	an Event of Default (as defined in the High Yield Note
Indenture) occurs under section 6.01(6) of the High Yield Note
Indenture as a result of any default or acceleration of any
Indebtedness (as defined in the High Yield Note Indenture) of
Goodman or any of its Subsidiaries which occurs prior to the Control
Date,
	 
	 	in each case unless and until the Trustee (as defined in the High Yield
Note Indenture) (or the Holders (as defined in the High Yield Note
Indenture) of at least 25% in principal amount of the Securities (as
defined in the High Yield Note Indenture)) declares the principal of, and
accrued but unpaid interest on, the Securities (as defined in the High
Yield Note Indenture) to be due and payable.






	9.	 	INCREASED COSTS AND CHANGE OF LAW






	9.1	 	Increased costs






	(a)	 	If:






	(i)	 	a Regulatory Change:




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	(A)	 	subjects a Subscriber or any related
body corporate of a Subscriber to any Tax (other than an
Excluded Tax) relating to any Transaction Document;
	 
	(B)	 	changes the basis of taxation of any
payment due or to become due to a Subscriber or a
related body corporate of a Subscriber relating to any
Transaction Document (other than in relation to Excluded
Tax);
	 
	(C)	 	imposes, modifies or deems applicable
any capital, liquidity, reserve or prudential
requirement or requires the making of any special
deposit against or in relation to any assets or
liabilities (actual or contingent) of, deposits with or
for the account of, or loans by, a Subscriber or any
related body corporate of that Subscriber; or
	 
	(D)	 	imposes on a Subscriber or any
related body corporate of that Subscriber any other
condition affecting any Transaction Document; and






	(ii)	 	the result is (directly or indirectly) to:






	(A)	 	increase the cost to that Subscriber,
or any related body corporate of that Subscriber, of the
provision or maintenance by that Subscriber of a
Facility, or the performance by that Subscriber of its
obligations under a Transaction Document;
	 
	(B)	 	reduce:






	(I)	 	the effective rate of
return (on capital, property, deposits or
otherwise) of the Subscriber or any related body
corporate of the Subscriber under a Transaction
Document; or
	 
	(II)	 	the amount of any payment
received by or for the account of that Subscriber
or a related body corporate of a Subscriber under
a Transaction Document; or






	(C)	 	require that Subscriber or any
related body corporate of that Subscriber to make a
payment or to forgo or suffer a reduction in return on
or calculated by reference to any amount payable to that
Subscriber under a Transaction Document,






	 	 	then that Subscriber must give details to the Facility Agent by
notice, and immediately after receiving that notice the Facility
Agent must give a copy of it to the Parent. After receiving notice
from the Facility Agent stating the nature of the relevant
Regulatory Change, each Borrower must indemnify that Subscriber in
relation to, and must pay to that Subscriber on demand the amount
of, each amount that that Subscriber certifies is necessary to
compensate that Subscriber, or any related body corporate of that
Subscriber, for the additional cost, reduction or payment,
calculated from the day on which it was first incurred by that
Subscriber or the related body corporate of the Subscriber. The
relevant Subscriber must outline the calculation of the amount in
the certificate.




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	(b)	 	A reference in paragraph (a) to a related body corporate of a
Subscriber is not limited to its Subscriber Affiliates.






	9.2	 	Indirect cost, reduction or payment






	 	 	A Subscriber may claim compensation under clause 9.1 for:






	(a)	 	any additional cost, reduction or payment that is directly
attributable to a Transaction Document; and
	 
	(b)	 	the proportion of any additional cost, reduction or payment
that the Subscriber certifies is fairly attributable to a
Transaction Document and does not discriminate against the relevant
Borrower.






	9.3	 	Notice of change of law






	 	 	If, in the opinion of a Subscriber:






	(a)	 	a law or a directive or request (whether or not having the
force of law but, if not having the force of law, compliance with
which is in accordance with the general practice of persons to whom
the directive or request is addressed) of any Government Agency not
in effect at the date of this document; or
	 
	(b)	 	an amendment after the date of this document to, or a change
after the date of this document in the interpretation or application
of, a law or a directive or request (whether or not having the force
of law) of a Government Agency,






	 	 	makes or will make it illegal in any jurisdiction, or in the case of a
directive or request after the first Drawdown Date, results or would
result in a breach, contravention or failure to comply with any such
directive or request, for that Subscriber or a Subscriber Affiliate to
continue to participate in a Facility, that Subscriber may give notice (a
“Change of Law Notice”) to the Facility Agent that it considers that this
has happened or that it will happen. Immediately after receiving that
notice the Facility Agent must give a copy of it to the Parent.






	9.4	 	Termination and prepayment after change of law






	 	 	If a Subscriber gives a Change of Law Notice:






	(a)	 	its obligation to continue to participate in the relevant
Facility terminates; and
	 
	(b)	 	each Borrower must prepay the amount of that Subscriber’s
Share of each Funding Portion provided to it by repaying the Paid Up
Amount of Debentures recorded in a Register as being held by that
Subscriber, together with any accrued but unpaid interest and any
other amounts (including amounts payable under clause 10.1(e))
outstanding under each Transaction Document that relate to that
Subscriber:






	(i)	 	if the Subscriber considers:






	(A)	 	in the case of a Funding Portion
under the Term A Facility Agreement, that the current
Interest Period for the Funding Portion will expire
before it becomes illegal or impractical for the
Subscriber




81









 






	 	 	to participate in the Facility under that document — on
the last day of that Interest Period; or
	 
	(B)	 	in the case of a Funding Portion
under the Revolving Facility Agreement, that the Funding
Portion will mature before it becomes illegal or
impractical for the Subscriber to continue to
participate in the Facility under that document — on its
Maturity Date; or






	(ii)	 	if subparagraph (i) does not apply to the
Funding Portion — immediately.






	10.	 	INDEMNITIES






	10.1	 	General indemnity






	 	 	The Parent must indemnify each Arranger, the Facility Agent, each
Subscriber and each Subscriber Affiliate against, and must pay on demand
the amount of, all losses, liabilities, expenses and Taxes (other than
Excluded Taxes) incurred in connection with:






	(a)	 	any Event of Default, Potential Event of Default or Review
Event;
	 
	(b)	 	any actual or attempted preservation or enforcement, of any
rights under any Transaction Document;
	 
	(c)	 	a Subscriber not providing a Funding Portion to a Borrower
because a condition precedent in clause 2 of this document or clause
3.4 of a Facility Agreement was not satisfied;
	 
	(d)	 	any conversion of an amount denominated in one currency into
another currency after a declaration under clause 8.2;
	 
	(e)	 	any Funding Portion being repaid or becoming due for
repayment by reducing the Paid Up Amount of a Debenture other than
in accordance with clause 8.3(a) or 8.5 of the Term A Facility
Agreement or clause 7.2 of the Revolving Facility Agreement, or any
other amount required to be paid under any Transaction Document not
being paid on its due date, including losses, liabilities, expenses
and Taxes (other than Excluded Taxes) incurred because of:






	(i)	 	the cancellation, termination or alteration
of any swap or other arrangement made by a Subscriber to
fund its Share of the Funding Portion or to fund all or
part of the other payment; or
	 
	(ii)	 	any liquidation or re-employment of
deposits or other funds acquired by a Subscriber to fund
its Share of the Funding Portion or to fund all or part of
the other payment; and






	(f)	 	acting in good faith on any notice, consent or other
communication that appears on its face to have been given by the
Parent, any other Group Party or an Authorised Representative of the
Parent.






	 	 	Without limiting this, the Parent must also reimburse each Subscriber on
demand for any amount that the Subscriber is obliged to pay to the
Facility Agent under clause 11.17.






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	10.2	 	GST






	(a)	 	Without limiting clause 10.1 or any other payment obligation
of any Group Party under any Transaction Document, if any party
other than a Group Party (the “supplier”) must pay GST on any supply
made by it under or in connection with a Transaction Document, then
in addition to any other amount payable, the Group Party which is
the recipient of that supply (the “recipient”) must pay to the
supplier an amount equal to that GST on demand.
	 
	(b)	 	Without limiting clause 10.1 or any other payment obligation
of any Group Party under any Transaction Document, each of the
Borrowers and the Parent must indemnify each party (in this
subclause, the “indemnitee”) other than a Group Party against, and
must pay the indemnitee on demand the amount of, any GST that the
indemnitee must pay in relation to a taxable supply that is made to
it under or in connection with any Transaction Document (including
for the avoidance of doubt in connection with the syndication of the
Facilities), less the amount of any input tax credit to which the
indemnitee is entitled in respect of the payment.
	 
	(c)	 	If a party is entitled to receive a payment under this
subclause, it must provide the recipient of the relevant taxable
supply with a tax invoice within 28 days of receipt of the payment.
	 
	(d)	 	All words in this clause 10.2 have the same meaning as in the
A New Tax System (Goods and Services Tax) Act 1999 unless the
context makes it clear a different meaning is intended.






	10.3	 	Waiver processing fee






	 	 	The Parent must pay (or procure that a Borrower pays) the Facility Agent
for the account of the Subscribers (to be shared between the Subscribers
equally) a processing fee of AUD4,000 per Subscriber, up to a maximum
amount of AUD60,000, on each occasion that it requests one or more
waivers, consents or agreements of the Facility Agent for which the
Facility Agent requires the instructions or consent of some or all
Subscribers and either the request requires an agreement to amend a
Transaction Document or the request requires a Majority of Subscribers to
seek credit approval to the requested waiver, consent or agreement.






	10.4	 	General costs






	 	 	The Parent must indemnify each Arranger, the Facility Agent, each
Subscriber and each Subscriber Affiliate against, and must pay each such
party on demand the amount of, all Taxes (other than Excluded Taxes) and
reasonable out-of- pocket expenses incurred in connection with:






	(a)	 	the negotiation, preparation, execution and registration of
each Transaction Document; and
	 
	(b)	 	any amendment to, or consent, approval, waiver, discharge or
release of or under any Transaction Document,




83









 












	 	 	including legal expenses in all applicable jurisdictions on a full
indemnity basis, travel costs, printing, telecommunications, stamp duties
and other out-of-pocket expenses and expenses incurred in engaging
consultants.






	11.	 	FACILITY AGENT






	11.1	 	Appointment of Facility Agent






	(a)	 	Each Subscriber irrevocably appoints the Facility Agent to
act as its agent, and as the agent of its Subscriber Affiliates from
time to time, under this document, each Facility Agreement and each
other Transaction Document under which the Facility Agent is
expressed to act as agent of the Subscribers. The Facility Agent
accepts this appointment.
	 
	(b)	 	The Facility Agent is authorised to:






	(i)	 	perform the duties expressly imposed on it
by any Transaction Document; and
	 
	(ii)	 	exercise the rights expressly given to it
by any Transaction Document or by any instructions from a
Majority of Subscribers or (where so specified) a
Super-Majority of Subscribers or all the Subscribers, and
any other rights that are reasonably incidental to any of
them.






	 	 	Subject to the other provisions of this clause, this authorisation
may not be varied or withdrawn.
	 
	(c)	 	The Facility Agent has no obligations in its capacity as
agent for the Subscribers or any Subscriber Affiliates other than
those expressly imposed on it by any Transaction Document.






	11.2	 	Nature of relationship






	(a)	 	The Facility Agent is not a fiduciary for any Subscriber or
any Subscriber Affiliate in connection with any Transaction Document
except as expressly provided in any Transaction Document.
	 
	(b)	 	The Facility Agent is not an agent of or fiduciary for the
Parent or any Group Party.






	11.3	 	Instructions from Majority of Subscribers






	(a)	 	Subject to the other provisions of this clause, the Facility
Agent:






	(i)	 	is not obliged to consult with any
Subscriber or Subscriber Affiliate before exercising a
right (including giving a consent or approval or forming an
opinion) under any Transaction Document except where this
document provides otherwise;
	 
	(ii)	 	must act in accordance with any
instructions of a Majority of Subscribers or, where a
provision requires that the Facility Agent act on the
instructions of a Super-Majority of Subscribers or of all
the




84









 






	 	 	Subscribers, on the instructions of a Super-Majority of
Subscribers or of all the Subscribers as appropriate; and
	 
	(iii)	 	must refrain from exercising a right
vested in it in its capacity as agent under any Transaction
Document if so instructed by a Majority of Subscribers,






	 	 	except in relation to amounts due to it in its own right. Any
instructions by a Majority of Subscribers are binding on all
Subscribers and Subscriber Affiliates except where this document or
a Facility Agreement provides that instructions must be provided by
a Super-Majority of Subscribers or all the Subscribers.
	 
	(b)	 	The Facility Agent may refrain from exercising any right
vested in it under any Transaction Document until it has received
instructions from a Majority of Subscribers (or, where required, a
Super-Majority of Subscribers or all the Subscribers) as to whether
it is to be exercised and, if applicable, the way that it is to be
exercised.
	 
	(c)	 	Subject to this document, where the Facility Agent has
requested instructions from a Majority of Subscribers (or, where
required, a Super-Majority of Subscribers or all the Subscribers),
but has not received instructions within the period that it
specified in the request (which period must be reasonable in the
circumstances), the Facility Agent may (but is not obliged to) act
as it considers to be in the best interests of all the Subscribers
and Subscriber Affiliates. Any action taken by the Facility Agent
under this paragraph binds all the Subscribers and Subscriber
Affiliates. The Facility Agent must give a Subscriber on reasonable
request details of any action taken under this paragraph.






	11.4	 	Information to Subscribers






	 	 	The Facility Agent must:






	(a)	 	promptly give a Subscriber on request a copy of each document
that it receives under clause 2, at the expense of the Parent;
	 
	(b)	 	promptly send to a Subscriber any communication or document
that it receives on behalf of that Subscriber; and
	 
	(c)	 	promptly give each Subscriber a copy or details of each
material communication that it receives from or gives to the Parent
or a Group Party under any Transaction Document in its capacity as
Facility Agent.






	 	 	Unless a Transaction Document specifically provides otherwise, the
Facility Agent is not required to determine the accuracy or completeness
of any document or copy that it receives, or that it gives to another
party.






	11.5	 	Events of Default






	(a)	 	The Facility Agent is not under any obligation to monitor or
enquire whether any party is in breach of its obligations under any
Transaction Document.





85









 





	(b)	 	The Facility Agent is not taken to have knowledge that an
Event of Default, a Potential Event of Default or a Review Event has
occurred unless:






	(i)	 	the Facility Agent is aware that a payment
due from a Group Party, and required by this document or a
Facility Agreement to be paid to the Facility Agent, has
not been made; or
	 
	(ii)	 	a Subscriber or a Group Party informs the
Facility Agent that an Event of Default, a Potential Event
of Default or a Review Event has occurred and gives it
details of that event.






	(c)	 	The Facility Agent must notify each Subscriber promptly if it
is taken to have knowledge that an Event of Default, a Potential
Event of Default or a Review Event has occurred.






	11.6	 	Performance of obligations of Facility Agent






	 	 	The Facility Agent may:






	(a)	 	perform any of its obligations under any Transaction Document
by or through its officers, employees or agents, and is not
responsible for any default, negligence or misconduct of any agents
selected by it with reasonable care;
	 
	(b)	 	obtain and pay for expert advice and services it thinks
appropriate;
	 
	(c)	 	refrain from doing anything that would, or in its reasonable
opinion might, contravene any applicable law or a directive or
request (whether or not having the force of law) of a Government
Agency or constitute a breach of trust or of any proper practice
relating to secrecy or confidentiality;
	 
	(d)	 	do anything that, in its reasonable opinion, is necessary to
comply with any applicable law or a directive or request (whether or
not having the force of law) of a Government Agency; and
	 
	(e)	 	refrain from exercising any right under a Transaction
Document until it has been indemnified or secured to its reasonable
satisfaction against all losses, liabilities, expenses (including
legal expenses on a full indemnity basis and expenses incurred in
engaging consultants) and Taxes (other than Excluded Taxes) that it
would or might incur as a result of doing so.






	11.7	 	Facility Agent may rely on certain matters






	 	 	The Facility Agent may rely:






	(a)	 	on any communication or document reasonably believed by it to
be genuine, correct and properly signed;
	 
	(b)	 	as to matters of fact that might reasonably be expected to be
within the knowledge of the Parent or another Group Party, on a
certificate signed by an Authorised Representative of that entity;
and
	 
	(c)	 	on any advice or statement of any expert, attorney or agent
selected by it.




86









 












	11.8	 	Facility Agent may assume certain matters






	 	 	The Facility Agent may assume that any representation or statement made
by a person in a Transaction Document remains true unless a Subscriber or
a Group Party notifies it to the contrary.






	11.9	 	Offices of Subscribers






	 	 	The Facility Agent may assume that the Lending Office of each Subscriber
or Subscriber Affiliate in relation to a Borrower and a Facility is that
specified in the relevant Facility Agreement or in a valid notice of
assignment or Substitution Certificate, unless it receives a notice
specifying another Lending Office that complies with this document.






	11.10	 	Identity of Subscribers






	 	 	The Facility Agent may assume that each Subscriber or Subscriber
Affiliate is the beneficial owner of its rights, and that each Subscriber
is bound by its Commitments, under each Transaction Document, except to
the extent that it receives a valid notice of assignment or Substitution
Certificate from the relevant Subscriber.






	11.11	 	Facility Agent not responsible for monitoring






	(a)	 	Each Subscriber confirms that it:






	(i)	 	has made its own appraisal and
investigation of the business, financial condition, status
and affairs of the Parent and the Group;
	 
	(ii)	 	is solely responsible for continuing that
appraisal and investigation after the date of this
document;
	 
	(iii)	 	has entered into each Transaction Document
to which it is a party without any inducement from the
Facility Agent; and
	 
	(iv)	 	has made its own appraisal of its financial
return under each Transaction Document.






	(b)	 	Each Subscriber confirms that it and its Subscriber
Affiliates have not relied, and will not rely, on the Facility Agent
at any time to:






	(i)	 	give it any information concerning the
business, financial condition, status or affairs of the
Parent and the Group;
	 
	(ii)	 	investigate the adequacy, accuracy or
completeness of any information given by the Parent or a
Group Member in connection with any Transaction Document
(whether or not the information is given to that Subscriber
by the Facility Agent); or
	 
	(iii)	 	assess or keep under review the business,
financial condition, status or affairs of the Parent and
the Group.




87









 












	11.12	 	Disclosure of information concerning the Group






	 	 	Subject to any applicable law, the Facility Agent may disclose to the
Subscribers and their Subscriber Affiliates any information relating to
the business, financial condition, status or affairs of the Parent and
the Group that comes into its possession in its capacity as Facility
Agent, but is not obliged to do so except to the extent that a
Transaction Document expressly requires it to.






	11.13	 	Group not concerned with authority of Facility Agent






	 	 	A Group Party is not entitled to enquire whether any action by the
Facility Agent has in fact been authorised by the Subscribers and, as
between the Parent or any other Group Party and the Subscribers, any
action taken by the Facility Agent concerning any Transaction Document is
taken to be authorised by the Subscribers.






	11.14	 	Receipts and business activities of Facility Agent






	 	 	The Facility Agent may:






	(a)	 	retain for its own benefit any amount received by it for its
own account; and
	 
	(b)	 	accept deposits from, lend money or provide services to, and
generally conduct any banking or other business with, any party to
any Transaction Document and any person connected with any party to
any Transaction Document without having to account to the
Subscribers, their Subscriber Affiliates or any other person.






	11.15	 	Facility Agent as Subscriber






	 	 	If the Facility Agent is also a Subscriber, it has the same rights
concerning its Commitments and Shares as any other Subscriber, and may
exercise those rights as if it were not acting as the Facility Agent.






	11.16	 	Protection of Facility Agent






	 	 	Neither the Facility Agent nor any of its officers, employees, agents or
related bodies corporate is responsible to any Subscriber or Subscriber
Affiliate for:






	(a)	 	any recital, statement, representation or warranty contained
in any Transaction Document, in any information memorandum or in any
document or agreement referred to or provided for in, or received by
it under, any Transaction Document;
	 
	(b)	 	the execution, validity, effectiveness or sufficiency of any
Transaction Document or any document or agreement referred to or
provided for in, or received by it under, any Transaction Document;
	 
	(c)	 	any failure by the Parent or another Group Party or any other
person to perform its obligations under any Transaction Document; or
	 
	(d)	 	any action taken or not taken by it or them under any
Transaction Document:




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	(i)	 	in accordance with any instructions from a
Majority of Subscribers (or, where required, all the
Subscribers); or
	 
	(ii)	 	in any other case, except to the extent of
its wilful misconduct or gross negligence.






	11.17	 	Facility Agent indemnified by Subscribers






	(a)	 	Each Subscriber must severally indemnify the Facility Agent
for its own account against, and must pay the Facility Agent on
demand the amount of, its proportion (which equals the proportion
that its Commitment bears to the Total Commitment) of all losses,
liabilities, expenses (including legal expenses on a full indemnity
basis and expenses incurred in engaging consultants) and Taxes
(other than Excluded Taxes) that the Facility Agent properly incurs
in connection with the performance or attempted performance of its
functions as Facility Agent, except to the extent that they:






	(i)	 	have been finally paid by the Parent under
clause 10; or
	 
	(ii)	 	are incurred because of the Facility
Agent’s wilful misconduct or gross negligence.






	(b)	 	No payment by a Subscriber under this subclause affects the
obligations of the Parent under clause 10. A payment by a
Subscriber under this subclause constitutes a loan of that amount by
that Subscriber to the Parent that:






	(i)	 	accrues interest at the Default Rate for
each Default Interest Period as if it were an unpaid amount
under a Transaction Document; and
	 
	(ii)	 	must be repaid to the Facility Agent
together with its accrued interest on demand for the
account of that Subscriber.






	11.18	 	Change of Facility Agent






	(a)	 	Subject to this subclause, the Facility Agent may resign as
agent by giving at least 30 days’ notice to the Parent and the
Subscribers.
	 
	(b)	 	Subject to this subclause, the Facility Agent may be removed
as agent by notice from a Majority of Subscribers that:






	(i)	 	is given with the consent of the Parent
(which consent may not be unreasonably withheld or
delayed); and
	 
	(ii)	 	takes effect at least 30 days after the
date of receipt of the notice by the Facility Agent.






	(c)	 	No resignation or removal under this subclause takes effect
until a successor Facility Agent has been appointed either:






	(i)	 	by a Majority of Subscribers with the
consent of the Parent (which consent may not be
unreasonably withheld or delayed); or




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	(ii)	 	where a Majority of Subscribers have not
appointed a successor within 30 days of the date of receipt
of the notice of resignation or removal, by the Facility
Agent with the consent of the Parent (which consent may not
be unreasonably withheld or delayed),






	 	 	and has accepted that appointment in a manner that binds it to
perform the obligations of the Facility Agent under each
Transaction Document.
	 
	(d)	 	The retiring Facility Agent, at its own cost, must give the
successor Facility Agent any documents and assistance that it
reasonably requests for performing its functions as Facility Agent
under any Transaction Document.
	 
	(e)	 	On the appointment of a successor Facility Agent:






	(i)	 	the successor Facility Agent succeeds to
the position of the retiring Facility Agent;
	 
	(ii)	 	the retiring Facility Agent is discharged
from any further obligations under any Transaction
Document, but without affecting any accrued rights or
obligations;
	 
	(iii)	 	the indemnities under any Transaction
Document in favour of the retiring Facility Agent survive
concerning matters occurring before the appointment of the
successor Facility Agent, and the retiring Facility Agent
continues to have the benefit of this clause; and
	 
	(iv)	 	the successor Facility Agent and the other
parties to each Transaction Document have the same rights
and obligations as if the successor Facility Agent had been
a party to each Transaction Document in place of the
Facility Agent.






	11.19	 	Dealings with Facility Agent






	 	 	The Subscribers and their Subscriber Affiliates on the one hand, and the
Group Parties on the other hand, must only deal with each other in
relation to matters affecting the Transaction Documents through the
Facility Agent in accordance with this document, except to the extent
that a Transaction Document expressly provides otherwise.






	11.20	 	Facility Agent may instruct Security Trustee






	(a)	 	Each Subscriber agrees for the benefit of the Security
Trustee that any instruction that the Facility Agent gives the
Security Trustee in relation to the Security Trust Deed, the
Debenture Trust Deed or any other Security Document will be taken,
to the extent necessary, to have been given by a Majority of
Subscribers, and that the Security Trustee may assume this to be the
case without enquiry.
	 
	(b)	 	Each Subscriber acknowledges that the Facility Agent will
hold the benefit of the promise in paragraph (a) on trust for the
Security Trustee.





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	12.	 	REDISTRIBUTION OF PAYMENTS BETWEEN SUBSCRIBERS






	12.1	 	Notice of direct receipts






	 	 	A Subscriber must notify the Facility Agent promptly if it receives or
recovers an amount payable under this document (including by exercising a
banker’s lien or right of set-off or combination of accounts), setting
out details of the receipt or recovery, unless the amount is:






	(a)	 	received from the Facility Agent or the Security Trustee; or
	 
	(b)	 	paid by an assignee, transferee or subparticipant of the
rights or obligations of that Subscriber.






	12.2	 	Redistribution of excess payments






	 	 	If:






	(a)	 	a Subscriber must notify the Facility Agent under clause 12.1
of an amount that it has received or recovered; and
	 
	(b)	 	that amount would have been distributed among some or all of
the Subscribers if it had been paid to the Facility Agent,





	 	 	then:






	(c)	 	that Subscriber must promptly pay that amount to the Facility
Agent; and
	 
	(d)	 	the Facility Agent must distribute the amount received by it
to the Subscribers in accordance with their entitlements.






	12.3	 	Reimbursement following clawback






	 	 	If:






	(a)	 	a Subscriber has made a payment to the Facility Agent under
clause 12.2 in respect of an amount that it has received or
recovered;
	 
	(b)	 	the Facility Agent has distributed that payment; and
	 
	(c)	 	that Subscriber is obliged to refund that amount under any
law relating to bankruptcy, winding up or the protection of
creditors,






	 	 	then, on demand by that Subscriber through the Facility Agent, each other
Subscriber must repay to the Facility Agent for the account of that
Subscriber all, or the part corresponding to the proportion of the amount
which that Subscriber is obliged to refund, of the amount distributed to
it by the Facility Agent.






	12.4	 	Borrowers remain liable






	 	 	As between the Group Parties and a Subscriber, any amount that is:






	(a)	 	paid by that Subscriber to the Facility Agent under clause
12.2; or




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	(b)	 	repaid by that Subscriber to the Facility Agent for the
account of another Subscriber under clause 12.3,






	 	 	is taken not to have been paid to that Subscriber, and the relevant Group
Party must immediately pay the amount to the Facility Agent for the
account of that Subscriber.






	12.5	 	Failure of all Subscribers to join in litigation






	 	 	A Subscriber may not share in an amount under clause 12.2 if the amount
was recovered as a result of legal proceedings, and the Subscriber was
asked by the Facility Agent to participate in those proceedings or to
share the costs of those proceedings but did not do so.






	12.6	 	Calculation of foreign currency amounts






	 	 	If:






	(a)	 	the Facility Agent considers in good faith that it is
necessary for the purposes of any calculation under this document or
a Facility Agreement that it calculate, for an amount in any
currency, the equivalent in any other currency; and
	 
	(b)	 	this document or the relevant Facility Agreement does not
specify a mechanism for calculating the equivalent,






	 	 	the Facility Agent may do so using the Spot Rate on such day as it
reasonably considers appropriate for that purpose.






	13.	 	ASSIGNMENTS AND SUBSTITUTIONS






	13.1	 	Assignment by Group Parties






	(a)	 	Subject to paragraph (b), a Group Party may only assign any
of its rights or transfer any of its obligations under any
Transaction Document with the consent of the Facility Agent acting
on the instructions of all the Subscribers.
	 
	(b)	 	A Borrower (in this paragraph, the “Assignor”) may assign or
transfer all (but not part) of its rights and obligations under this
document and the Facility Agreements without the consent of the
Facility Agent if:






	(i)	 	the Assignor has disposed of all or
substantially all its property, or all or substantially all
of the shares in the Assignor have been disposed of, in
accordance with clause 7.1 or is to be merged into another
Group Member in accordance with clause 5.3(g);
	 
	(ii)	 	the assignee or transferee (in this
paragraph, the “Assignee”) is:






	(A)	 	a Wholly-Owned Subsidiary;
	 
	(B)	 	incorporated in the same jurisdiction
as the Assignor; and
	 
	(C)	 	is a Group Security Provider and, in
that capacity, has given such Securities and other
documents and supporting material (such as




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	 	 	legal opinions) as the Facility Agent (on the
instructions of a Majority of Subscribers) requires;
and






	(iii)	 	the Parent, the Assignor, the Assignee and
the Facility Agent have executed such documents and taken
such other steps as the Facility Agent (on the instructions
of a Majority of Subscribers) considers necessary or
desirable in order to give full effect to the assignment or
transfer, and the Facility Agent has been provided with
such other documents and supporting material (such as legal
opinions) as the Facility Agent requires in connection with
the assignment or transfer.






	(c)	 	Each Group Party (other than the Assignor) irrevocably
authorises the Parent to execute on its behalf any document that the
Facility Agent requires under paragraph (b)(iii).
	 
	(d)	 	Each Subscriber and each Arranger irrevocably authorises the
Facility Agent to execute on its behalf any document that the
Facility Agent requires under paragraph (b)(iii).
	 
	(e)	 	The Parent must indemnify each party other than a Group Party
against, and must pay on demand the amount of, all losses,
liabilities, expenses and Taxes incurred in connection with any
assignment or transfer under this subclause, including legal
expenses in all applicable jurisdictions on a full indemnity basis.
	 
	(f)	 	If, as a result of an assignment or transfer under this
subclause:






	(i)	 	a Subscriber or a related body corporate of
a Subscriber is subjected to any Tax (other than an
Excluded Tax) relating to any Transaction Document;
	 
	(ii)	 	the basis of taxation of any payment due or
to become due to a Subscriber or a related body corporate
of a Subscriber relating to any Transaction Document (other
than in relation to Excluded Tax) is changed;
	 
	(iii)	 	any liquidity reserve or prudential
requirement is imposed, modified or deemed applicable, or a
Subscriber or any related body corporate of a Subscriber is
required to make any special deposit against or in relation
to any assets or liabilities (actual or contingent) of,
deposits with or for the account of, or loans by, that
Subscriber or a related body corporate of that Subscriber;
or
	 
	(iv)	 	a Subscriber or any related body corporate
of a Subscriber becomes subject to any other condition
affecting any Transaction Document,






	 	 	and this has a result (direct or indirect) described in clause
9.1(a)(ii), then clause 9.1 applies as if the assignment or
transfer were a “Regulatory Change” for the purposes of that
clause.




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	13.2	 	Assignment by Subscriber






	 	 	A Subscriber may assign any or all of its rights (including the rights of
a Subscriber Affiliate) under any Transaction Document:






	(a)	 	to a related entity, another Subscriber or a securitisation
vehicle, without the consent of any party to any Transaction
Document; and
	 
	(b)	 	in any other case, only with the Parent’s consent (which may
not be unreasonably withheld or delayed).






	13.3	 	Substitution by Subscriber






	(a)	 	A Subscriber may transfer by novation any of its rights and
obligations under the Transaction Documents to a financial
institution if:






	(i)	 	the novation is made in accordance with clauses
13.3 and 13.4;
	 
	(ii)	 	it gives the Facility Agent at least 5 Business
Days’ notice (or any shorter notice approved by the Facility
Agent) of its intention to do so;
	 
	(iii)	 	the transfer:






	(A)	 	is to a related entity, another
Subscriber or a securitisation vehicle that is managed
by the Retiring Subscriber or one of its related
entities; or
	 
	(B)	 	has the Parent’s consent (which may
not be unreasonably withheld or delayed);






	(iv) (A)	 	the relevant Commitment of each of the
Retiring Subscriber and the New Subscriber will be
AUD20,000,000, or an integral multiple of AUD2,000,000 that is
greater than that amount, immediately after the transfer; or






	(B)	 	the transfer is of the whole of a
Commitment of the Retiring Subscriber;






	(v)	 	it transfers to the New Subscriber all or the
relevant part of its interest in the Debenture which
corresponds with the amount of its Commitment which is
transferred, such transfer of all or the relevant part of its
interest in the Debenture to be effected in accordance with
the Debenture Trust Deed and on the terms and conditions set
out in the Master Debenture, or in such other manner as the
Security Trustee approves;
	 
	(vi)	 	the transfer does not take effect while a
Drawdown Notice, Rollover Notice or Switching Notice is
current (except with the consent of the Facility Agent); and
	 
	(vii)	 	the New Subscriber holds all Authorisations that
are necessary or desirable in connection with the transfer.





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	(b)	 	The Parent is taken to have consented to a transfer under
paragraph (a)(iii)(B) if it does not object to the transfer within
10 Business Days of being notified of it.
	 
	(c)	 	If a Retiring Subscriber proposes a transfer of a Commitment,
and its Share of some outstanding Funding Portions has been provided
by a Subscriber Affiliate of the Retiring Subscriber, the Retiring
Subscriber must ensure that its Subscriber Affiliate is bound by the
relevant Substitution Certificate.
	 
	(d)	 	To the extent that it is able to do so, a New Subscriber must
nominate a Lending Office for each Borrower that is located in the
same jurisdiction as that Borrower (or, in the case of a Borrower in
Germany, a Lending Office that is based in a member state of the
European Union).






	13.4	 	Procedure for substitution






	(a)	 	A Retiring Subscriber may arrange to novate a New Subscriber
for itself and its Subscriber Affiliates in respect of all or part
of a Commitment, the corresponding proportion of its Share of each
relevant Funding Portion and interest in the Debentures which
correspond with the amount of the commitment to be transferred and
related rights and obligations under the Transaction Documents, by
delivering to the Facility Agent 4 counterparts of a Substitution
Certificate executed by the Retiring Subscriber and by the proposed
New Subscriber in the Australian Capital Territory or outside
Australia.
	 
	(b)	 	Each party to this document (other than the Retiring
Subscriber and the proposed New Subscriber and their respective
Subscriber Affiliates) irrevocably authorises the Facility Agent to
execute:






	(i)	 	a Substitution Certificate delivered under
paragraph (a) in the Australian Capital Territory or
outside Australia;
	 
	(ii)	 	any other document, and to do anything
else, that the Facility Agent believes is necessary or
desirable to make the substitution,






	 	 	on its behalf and on behalf of its Subscriber Affiliates.






	(c)	 	After receiving a Substitution Certificate under paragraph
(a), the Facility Agent (subject to clause 13.3(a)) must:






	(i)	 	countersign the counterparts on behalf of
all the other parties to this document and any Subscriber
Affiliates (except the Retiring Subscriber and the proposed
New Subscriber and their respective Subscriber Affiliates)
in the Australian Capital Territory or outside Australia;
and
	 
	(ii)	 	retain 1 counterpart and deliver the others
to the Retiring Subscriber, the proposed New Subscriber and
the Parent.






	(d)	 	If the Facility Agent countersigns counterparts of a
Substitution Certificate as contemplated by paragraph (c) then, on
the “Substitution Date” referred to in the Substitution Certificate:




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	(i)	 	the New Subscriber is substituted by
novation for the Retiring Subscriber and its Subscriber
Affiliates in relation to the Commitment (or part, as
appropriate) of the Retiring Subscriber as specified in the
Substitution Certificate, and the New Subscriber and its
Subscriber Affiliates are substituted by novation for the
Retiring Subscriber and its Subscriber Affiliates in
relation to the corresponding proportion of the Retiring
Subscriber’s Share of each relevant Funding Portion as
specified in the Substitution Certificate, and to the
related rights and obligations;
	 
	(ii)	 	the Retiring Subscriber and its Subscriber
Affiliates are released from the obligations to which the
New Subscriber is novated; and
	 
	(iii)	 	if the substitution is not part of the
primary general syndication of the Facilities, the New
Subscriber must pay the Facility Agent (for its own
account) a fee of AUD4,000.






	13.5	 	Consequences of substitution






	(a)	 	If a Retiring Subscriber has arranged a novation in
accordance with this clause:






	(i)	 	references in each Transaction Document to
the Retiring Subscriber and its Subscriber Affiliates as a
“Subscriber” are to be taken as references to:






	(A)	 	the Retiring Subscriber and the New
Subscriber (and, as appropriate, to their respective
Subscriber Affiliates), in each case to the extent of
their Commitments and their Shares of outstanding
Funding Portions and corresponding interest in
Debentures and the related rights and obligations; or
	 
	(B)	 	where the Retiring Subscriber and its
Subscriber Affiliates have no further right or
Commitment and no further Share in any outstanding
Funding Portions, to the New Subscriber (and, as
appropriate, its Subscriber Affiliates); and






	(ii)	 	all agreements, representations and
warranties made in each Transaction Document survive any
novation made under this clause, and take effect for the
benefit of the New Subscriber and the Retiring Subscriber
(and their respective Subscriber Affiliates) to the extent
of their respective Commitments and Shares of outstanding
Funding Portions and corresponding interest in Debentures
and related rights and obligations,






	 	 	with effect from the “Substitution Date” referred to in the
Substitution Certificate.






	(b)	 	The Retiring Subscriber and its Subscriber Affiliates are not
responsible to the New Subscriber and its Subscriber Affiliates for
the performance by the Parent, any other Group Party or any other
person of any obligation under any Transaction Document.




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	13.6	 	Subparticipation






	 	 	Despite any other provision of this document a Subscriber may:






	(a)	 	subcontract any of its obligations; or
	 
	(b)	 	enter into subparticipation or derivative arrangements
relating to any of its rights and obligations or those of its
Subscriber Affiliates,






	 	 	without the consent of, or giving notice to, any person. However, the
Subscriber or Subscriber Affiliate remains liable for the performance of
those obligations as if it had not done so.






	13.7	 	No deductions and withholdings or increased costs in certain
circumstances






	(a)	 	Subject to paragraph (b), if:






	(i)	 	a Subscriber assigns or transfers any of
its rights or obligations (or those of a Subscriber
Affiliate) under the Transaction Documents or changes a
Lending Office;
	 
	(ii)	 	the Parent or a Borrower is later required
to make a payment under clause 3.6 or 9.1; and
	 
	(iii)	 	the aggregate amount that the Group is
obliged to pay to that Subscriber (in the case of a change
of Lending Office) or to its assignee or transferee (in the
case of an assignment, transfer or substitution) is greater
that the aggregate amount that the Group would have been
obliged to pay to that Subscriber under the relevant clause
if the assignment, transfer, substitution or change had not
occurred,






	 	 	the Parent or the Borrower is not obliged to pay that excess if the
Subscriber (or the assignee or substitute, where relevant) knew or
ought reasonably to have known at the time of the assignment,
substitution or change that the assignment, substitution or change
would increase the aggregate amount for which the Parent or the
Borrower was liable under that clause.






	(b)	 	Paragraph (a) does not apply in relation to a substitution
that is made as part of the primary syndication of the Facilities on
or before the date which is 90 days after the date of commencement
of general syndication as notified by the Lead Arranger and
Underwriter to the Parent(or such later date as the Parent and the
Arrangers agree).






	13.8	 	Subscriber to bear costs






	 	 	A Subscriber that makes an assignment, substitution or subparticipation
as contemplated by this clause (other than as part of the primary
syndication of the Facilities on or before the date which is 90 days
after the date of commencement of general syndication, as notified by the
Lead Arranger and Underwriter to the Parent (or such later date as the
Parent and the Arrangers agree)) must indemnify the Parent for any costs
that a Group Party incurs in relation to the process of making the
assignment, substitution or subparticipation.




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	13.9	 	Reduction of Commitments






	 	 	If a transfer by novation is made by a Subscriber in accordance with
clauses 13.3 and 13.4;






	(a)	 	the Commitment and Face Value Amount of the Debenture held by
the Retiring Subscriber is reduced by the amount of the Commitment
assumed by the New Subscriber;
	 
	(b)	 	the Commitment of the New Subscriber is the amount it
assumes;
	 
	(c)	 	a new schedule 2 must be prepared by the Facility Agent and
distributed to each of the Borrowers and the Subscribers setting out
the names, addresses and Commitments of the Subscribers in effect
from the date of the transfer;
	 
	(d)	 	the Security Trustee must amend the Register to reflect each
transfer and the Debentures held by the Retiring Subscriber and the
New Subscriber after giving effect to the transfer and including the
changes to the Face Value Amounts and the Paid Up Amounts of those
Debentures, all in accordance with the Debenture Trust Deed.






	14.	 	FACILITY AGENT TO HOLD DEBENTURE STOCK FOR SUBSCRIBERS AND OTHERS






	14.1	 	Undertaking to pay Facility Agent






	(a)	 	Without limiting any other provision of this document or a
Facility Agreement but subject to paragraph (b), the Parent
undertakes as a primary obligation to pay to the Facility Agent an
amount equal to each amount (in this clause, an “Underlying Amount”)
that it or a Borrower is liable to pay to the Facility Agent, an
Arranger, a Subscriber or a Subscriber Affiliate from time to time
under this document, a Facility Agreement or a Treasury Transaction
with a Subscriber or Subscriber Affiliate (whether or not it remains
a Subscriber or Subscriber Affiliate) (in this clause 14, a “Swap
Counterparty”), at the time and in the currency at and in which the
Underlying Amount is so payable.
	 
	(b)	 	The undertaking in paragraph (a) will be taken to be
satisfied in relation to an Underlying Amount if that Underlying
Amount is actually and irrevocably paid in accordance with the terms
for its payment.






	14.2	 	Obligations to rank as Priority 1 Debenture Stockholder’s Debt






	 	 	The Parent acknowledges that it is a condition to any Funding Portion
being drawn that:






	(a)	 	the Parent issue Priority 1 Debenture Stock (as defined in
the Security Trust Deed) to the Facility Agent; and
	 
	(b)	 	the Parent nominate this document and the Facility Agreements
as “Priority 1 Transaction Documents” for the purposes of the
Security Trust Deed.






	14.3	 	Facility Agent to hold payment undertaking and Debenture Stock on trust






	(a)	 	The Facility Agent declares that it holds the benefit of the
Parent’s undertaking in clause 14.1, together with the Priority 1
Debenture Stock that is issued to it as




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	 	 	contemplated by clause 14.2, on trust for itself, the Arrangers,
the Subscribers, their Subscriber Affiliates and the Swap
Counterparties from time to time.






	(b)	 	The trust established under paragraph (a) commences on the
date of this document and ends (unless it is terminated earlier by
the Facility Agent with the consent of all Subscribers and of all
Swap Counterparties of which it is notified under paragraph (c)) on
the day before the 21st anniversary of the date of this document.
	 
	(c)	 	Each Subscriber must notify the Facility Agent if it or a
Subscriber Affiliate enters into a Treasury Transaction with the
Parent or a Borrower, giving the Facility Agent sufficient details
of the transaction to enable it to manage its rights and obligations
under this clause.






	14.4	 	Waiver of annual security updates






	 	 	The Facility Agent will direct the Security Trustee in accordance with
clause 3.3 of the Security Trust Deed to waive the requirement that the
Parent comply with its obligations under the last sentence of clause 3.22
of the Security Trust Deed during the term of this document. The
Facility Agent may however require the Parent to produce an opinion of
counsel of the type referred to in the last sentence of clause 3.22 of
the Security Trust Deed in relation to a particular jurisdiction at any
time if it reasonably considers it necessary to do so.






	15.	 	CONFIDENTIALITY






	15.1	 	General






	 	 	Subject to clause 15.2, a party must not disclose any information
concerning the contents of, or the transactions contemplated by, any
Transaction Document to any person who is not a party, except to the
extent that:






	(a)	 	(permitted by documents) the disclosure is expressly
permitted by a Transaction Document;
	 
	(b)	 	(Bid Documents) any disclosure is made in the Bid Documents
or in any offer document for High Yield Notes, New High Yield Notes
or Capital Notes;
	 
	(c)	 	(consent) the Parent and the Facility Agent consent to the
disclosure (such consent not to be unreasonably withheld);
	 
	(d)	 	(public domain) the information is already in the public
domain, unless it entered the public domain because of a breach of
confidentiality by the party;
	 
	(e)	 	(employees and advisers) the disclosure is made on a
confidential basis to the party’s officers, employees, agents,
financiers or professional advisers, and is necessary for the
party’s business;
	 
	(f)	 	(comply with laws) the disclosure is necessary to comply with
any applicable law, or regulation, the ASX listing rules, the US
Securities and Exchange Commission or any direction of any
Government Agency or regulatory body, or an order of a court or
tribunal;





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	(g)	 	(comply with directives) the disclosure is necessary to
comply with a directive or request of any Government Agency or stock
exchange (whether or not having the force of law) so long as a
responsible person in a similar position would comply;
	 
	(h)	 	(obtain Authorisations) the disclosure is necessary or
desirable to obtain an Authorisation from any Government Agency or
stock exchange; or
	 
	(i)	 	(discovery and litigation) the disclosure is necessary or
desirable in relation to any discovery of documents, or any
proceedings before a court, tribunal, other Government Agency or
stock exchange.






	15.2	 	Disclosure to assignees or substitutes






	(a)	 	Subject to paragraph (b), a Subscriber may:






	(i)	 	disclose to a Subscriber Affiliate, a
proposed assignee or substitute under clause 13, or any
other person who proposes to enter into contractual
relations with a Subscriber in relation to any Transaction
Document, any information about the Group which that
Subscriber considers appropriate; and
	 
	(ii)	 	give a copy of any Transaction Document to
a proposed assignee or substitute under clause 13 or any
other person described in paragraph (a)(i).






	(b)	 	Any disclosure made under paragraph (a) may only be made if
the person to whom the information or document is disclosed
undertakes for the benefit of the Parent to keep that information or
document confidential as required by clause 15.1.






	16.	 	NOTICES






	16.1	 	How to give a notice






	 	 	A notice, consent or other communication under this document or either
Facility Agreement is only effective if it is:






	(a)	 	in writing, signed by or on behalf of the person giving it;
	 
	(b)	 	addressed to the person to whom it is to be given; and
	 
	(c)	 	either:






	(i)	 	delivered or sent by pre-paid mail (by
airmail, if the addressee is overseas) to that person’s
address; or
	 
	(ii)	 	sent by fax to that person’s fax number and
the machine from which it is sent produces a report that
states that it was sent in full.




100









 












	16.2	 	When a notice is given






	 	 	A notice, consent or other communication that complies with this clause
is regarded as given and received:






	(a)	 	if it is delivered or sent by fax:






	(i)	 	by 5.00 pm (local time in the place of
receipt) on a Business Day - on that day; or
	 
	(ii)	 	after 5.00 pm (local time in the place of
receipt) on a Business Day, or on a day that is not a
Business Day — on the next Business Day; and






	(b)	 	if it is sent by mail - on actual receipt.






	16.3	 	Address for notices






	 	 	A person’s address and fax number are those set out below, or as the
person notifies the sender:





	 	 	 
	Each Group Member
	Address:

	 	c/- Burns, Philp & Company Limited
	

	 	Level 23
	

	 	56 Pitt Street
	

	 	SYDNEY NSW 2000
	Fax number:

	 	(612) 9247 3272
	Attention:

	 	Helen Golding, Company Secretary and General Counsel
	 
	 	 
	Lead Arranger and Underwriter
	Address:

	 	Level 27
	

	 	101 Collins Street
	

	 	MELBOURNE VIC 3000
	Fax number:

	 	(613) 9280 1890
	Attention:

	 	Michael Tierney, Director
	 
	 	 
	Co-Lead Arrangers and Underwriters

BOS International (Australia) Limited
	Address:

	 	Level 11
	

	 	50 Carrington Street
	

	 	Sydney NSW 2000
	Fax number:

	 	(02) 9248 2199
	Attention:

	 	Stephen Pollock
	 
	 	 
	Credit Agricole Indosuez Australia Limited
	Address:

	 	Level 2
	

	 	Grosvenor Place
	

	 	225 George Street
	

	 	Sydney NSW 2000
	Fax number:

	 	(61 2) 9252 4691
	Attention:

	 	Michael Johnston







101









 






	 	 	 
	Facility Agent
	Address:

	 	Level 27
101 Collins Street

MELBOURNE VIC 3000
	Fax number:

Attention:

	 	(613) 9653 3444

Malcolm White – Facility Agent
	 
	 	 
	Subscribers








	 	 	As set out in schedule 2 or a Substitution Certificate, as appropriate.






	16.4	 	Reliance on notices






	 	 	The Facility Agent may rely without enquiry on a notice, consent or other
communication that appears on its face to have been given by the Parent,
a Group Party or an Authorised Representative of the Parent or a Group
Party. The Parent and each other Group Party is bound by any such
notice, consent or other communication.






	17.	 	AMENDMENTS AND WAIVERS






	17.1	 	Agreement of Facility Agent






	(a)	 	Subject to the other provisions of this clause, the Facility
Agent and the Parent may amend, supplement, replace or novate a
Transaction Document, and the Facility Agent may waive an obligation
of a Group Party under a Transaction Document, in writing. The
Facility Agent may execute an amendment, supplement, replacement,
novation or waiver on behalf of all Subscribers and Subscriber
Affiliates. The Parent may execute an amendment, supplement,
replacement, novation or waiver on behalf of all Group Parties.
	 
	(b)	 	The Facility Agent must promptly notify each Subscriber if a
Transaction Document is amended, supplemented, replaced or novated,
or an obligation of a Group Party is waived, under paragraph (a).






	17.2	 	Agreement of Majority of Subscribers






	 	 	The Facility Agent may only execute an amendment, supplement,
replacement, novation or waiver of a Transaction Document, other than:






	(a)	 	to effect matters of a formal, minor or technical nature; or
	 
	(b)	 	to correct a manifest error,





	 	 	with the consent of a Majority of Subscribers.






	17.3	 	Agreement of all Subscribers






	 	 	The Facility Agent may only execute an amendment, supplement,
replacement, novation or waiver that:






	(a)	 	relates to the definition of “Majority of Subscribers” in
clause 1.1;





102









 











	(b)	 	extends the date for, decreases the amount of, or changes the
currency of, any payment under a Transaction Document;
	 
	(c)	 	increases a Subscriber’s Commitment;
	 
	(d)	 	waives a payment default;
	 
	(e)	 	releases a Security where this is not otherwise permitted by
this document;
	 
	(f)	 	changes any Interest Rate (as defined in a Facility
Agreement);
	 
	(g)	 	relates to this clause or to clause 12; or
	 
	(h)	 	relates to a provision that provides expressly that it may
only be amended, supplemented, replaced, novated or waived with the
consent of all the Subscribers,






	 	 	with the consent of all the Subscribers.






	17.4	 	Waiver generally






	 	 	Without limiting clauses 17.1 to 17.3, a right may only be waived in
writing, and:






	(a)	 	no other conduct (including a failure to exercise, or delay
in exercising, the right) operates as a waiver of the right or
otherwise prevents the exercise of the right;
	 
	(b)	 	a waiver of a right on one or more occasions does not operate
as a waiver of that right if it arises again; and
	 
	(c)	 	the exercise of a right does not prevent any further exercise
of that right or of any other right.






	18.	 	GENERAL






	18.1	 	Governing law






	(a)	 	Each New Transaction Document is governed by the law in force
in New South Wales.
	 
	(b)	 	Each party submits to the non-exclusive jurisdiction of the
courts exercising jurisdiction in New South Wales, and any court
that may hear appeals from any of those courts, for any proceedings
in connection with any Transaction Document, and waives any right it
might have to claim that those courts are an inconvenient forum.
	 
	(c)	 	Each Group Party appoints the Parent as its agent to receive
service of process for any proceedings in connection with any
Transaction Document. Each Group Party undertakes to maintain this
appointment until all amounts actually or contingently owing under
any Transaction Document have been fully and irrevocably paid, and
agrees that any process served on the Parent is taken to be served
on it.




103









 












	18.2	 	Waiver of immunity






	 	 	To the extent that a Group Party can claim immunity in any jurisdiction
for itself or its property from suit, execution, attachment (whether in
aid of execution, before judgment or otherwise) or other legal process,
or to the extent that any such immunity may be attributed to a Group
Party or its property in any jurisdiction (whether or not it claims that
immunity), that Group Party irrevocably waives that immunity and agrees
not to claim it to the full extent permitted by the laws of that
jurisdiction in respect of any liability or litigation that arises
(directly or indirectly) out of, under or in connection with this
document or any other Transaction Document. Without limiting this, each
Group Party agrees that the waiver of immunity in the previous sentence
is to have effect under, and to be construed in accordance with, the
Foreign Sovereign Immunities Act of 1976 of the United States of America
in any proceedings taken in any jurisdiction to which that Act applies.






	18.3	 	Waiver of jury trial






	 	 	Each party waives, to the fullest extent permitted by applicable law, any
right it may have to a trial by jury in respect of any litigation
directly or indirectly arising out of, under or in connection with this
document or any other Transaction Document. Each party:






	(a)	 	certifies that no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other
party would not, in the event of litigation, seek to enforce the
foregoing waiver; and
	 
	(b)	 	acknowledges that it and the other parties to this document
have been induced to enter into this document and the other
Transaction Documents, as applicable, by, among other things, the
mutual waivers and certifications in this subclause.






	18.4	 	Liability for Taxes and expenses






	 	 	The Parent must indemnify each Arranger and the Facility Agent against,
and must pay each such party on demand the amount of, all Taxes (other
than Excluded Taxes) and reasonable expenses incurred in connection with:






	(a)	 	the negotiation, preparation, execution, stamping and
registration of each Transaction Document and the syndication of the
Facilities (to the extent required by law or approved by the
Parent);
	 
	(b)	 	the transactions that each Transaction Document contemplates;
and
	 
	(c)	 	any amendment to, or any consent, approval, waiver, release
or discharge of or under, any Transaction Document,






	 	 	including legal expenses in all applicable jurisdictions on a full
indemnity basis, travel costs, printing, telecommunications, stamp duties
and other out-of-pocket expenses, and expenses incurred in engaging
consultants. This indemnity applies whether or not a Funding Portion is
ever requested or made.




104









 












	18.5	 	Giving effect to the Transaction Documents






	 	 	Each Group Party must do anything (including execute any document), and
must ensure that its employees and agents do anything (including execute
any document), that the Facility Agent may reasonably require to give
full effect to each Transaction Document.






	18.6	 	Operation of the Transaction Documents






	(a)	 	Any right that the Facility Agent, an Arranger, a Subscriber
or a Subscriber Affiliate may have under the Transaction Documents
is in addition to, and does not replace or limit, any other right
that it may have.
	 
	(b)	 	Any provision of a Transaction Document which is
unenforceable or partly unenforceable is, where possible, to be
severed to the extent necessary to make the Transaction Document
enforceable, unless this would materially change the intended effect
of the Transaction Document.






	18.7	 	Operation of indemnities






	(a)	 	Each indemnity in a Transaction Document survives the expiry
or termination of any Transaction Document.
	 
	(b)	 	A party may recover a payment under an indemnity in a
Transaction Document before it makes the payment in respect of which
the indemnity is given.






	18.8	 	Consents






	 	 	Where a Transaction Document contemplates that a party may agree or
consent to something (however it is described), that party may:






	(a)	 	agree or consent, or not agree or consent, in its absolute
discretion; and
	 
	(b)	 	agree or consent subject to conditions,






	 	 	unless the Transaction Document expressly contemplates otherwise.






	18.9	 	Statements by the Facility Agent






	 	 	A statement by an Authorised Representative of the Facility Agent on any
matter relating to any Transaction Document (including any amount owing
by a Group Party) is conclusive unless clearly wrong on its face.






	18.10	 	Set-off






	 	 	If an Event of Default occurs, each Subscriber or Subscriber Affiliate,
without notice to any Group Party, may combine any account that any Group
Party holds with it with, or set off any amount that is or may become
owing by it or any related body corporate to any Group Party against, any
amount owing by the Group Party to the Subscriber or Subscriber Affiliate
under any Transaction Document. For this purpose the Facility Agent,
each Subscriber and each Subscriber Affiliate may:




105









 












	(a)	 	change the terms (including the repayment date) of any
account or other payment obligation between the parties;
	 
	(b)	 	convert amounts into different currencies in accordance with
its usual practice; and
	 
	(c)	 	do anything (including execute any document) in the name of
any Group Party that it considers necessary or desirable.






	 	 	This subclause overrides any other document or agreement to the contrary.






	18.11	 	No merger






	 	 	Nothing in a Transaction Document merges with any other Security
Interest, or any Guarantee, judgment or other right or remedy, that the
Facility Agent, an Arranger, a Subscriber or a Subscriber Affiliate may
hold at any time.






	18.12	 	Exclusion of contrary legislation






	 	 	Any legislation that adversely affects an obligation of a Group Party, or
the exercise by the Facility Agent, an Arranger, a Subscriber or a
Subscriber Affiliate of a right or remedy, under or relating to a
Transaction Document is excluded to the full extent permitted by law.






	18.13	 	Counterparts






	 	 	Each New Transaction Document may be executed in counterparts.






	18.14	 	Attorneys






	 	 	Each person who executes this document on behalf of a party under a power
of attorney declares that he or she is not aware of any fact or
circumstance that might affect his or her authority to do so under that
power of attorney.






	18.15	 	Parties






	 	 	Each person who is expressed to be a party to this document is not bound
by the terms of this document until that party executes this document.






106










 





SCHEDULE 1




BORROWERS




	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	Name of Borrower
	 	Address
	 	incorporation

	Burns Philp Treasury (Australia)

Limited ACN 003 731 986

	 	Level 23

56 Pitt Street

SYDNEY NSW 2000

AUSTRALIA
	 	Australia
	 
	 	 	 	 
	Burns Philp Deutschland GmbH

(Registered No. HRB 65911)

	 	Wandsbeker Zollstrasse 59

22041 HAMBURG

GERMANY
	 	Germany
	 
	 	 	 	 
	Burns Philp Inc. (Fed 10#22-272392)

	 	c/- The Corporation

Trust Company

County of New Castle

1209 Orange Street

WILMINGTON DE 19801

UNITED STATES OF AMERICA
	 	USA
	 
	 	 	 	 
	Burns Philp (New Zealand) Limited

(AK 112484)

	 	54 Ponsonby Road

AUCKLAND

NEW ZEALAND
	 	New Zealand
	 
	 	 	 	 
	Burns Philp Food Limited

	 	31 Arlie Street

Lasalle

QUEBEC H8R1Z8

CANADA
	 	Canada
	 
	 	 	 	 
	BPC1 Pty Limited ACN 101 665 918

	 	Level 23

56 Pitt Street

SYDNEY NSW 2000

AUSTRALIA
	 	Australia
	 
	 	 	 	 







107









 






SCHEDULE 2




INITIAL SUBSCRIBERS




	 	 	 
	Name
	 	Notice details

	Credit Suisse First Boston, Melbourne Branch

ABN 17 061 700 712

	 	Level 27

101 Collins Street

MELBOURNE VIC 3000

Attention: Malcolm White
	 
	 	 
	BOS International (Australia) Limited

ABN 23 066 601 250

	 	Level 11

50 Carrington Street

SYDNEY NSW 2000

Attention: Stephen Pollock
	 
	 	 
	Credit Agricole Indosuez Australia Limited

ABN 32 002 540 409

	 	Level 22

Grosvenor Place

225 George Street

SYDNEY NSW 2000

Attention: Michael Johnston







NEW SUBSCRIBERS




	 	 	 
	Name
	 	Notice details

	Australia and New Zealand Banking Group Limited

ABN 11 005 357 522

	 	Level 1

20 Martin Place

SYDNEY NSW 2000

Attention: Sanjeshni Singh
	 
	 	 
	Bank of Western Australia Limited

ACN 050 494 454

	 	Level 7

Grosvenor Place

225 George Street

SYDNEY NSW 2000

Attention: Frik Dreyer
	 
	 	 
	Bayerische Hypo-Und Vereinsbank AG, 
Singapore Branch

	 	30 Cecil Street #26-01

Prudential Tower

SINGAPORE 049712

Attention: Mr Sheldon Wong / Mr 
Geoffrey Green / Ms Tan Liang Sze / 
Ms Karen Yap
	 
	 	 
	BNP Paribas

ARBN 000 000 017

	 	60 Castlereagh Street

SYDNEY NSW 2000

Attention: Director,
Corporate Banking and
Manager, Corporate
Operations respectively







108









 






	 	 	 
	Name
	 	Notice details

	Commonwealth Bank of Australia

ABN 48 123 123 124

	 	Level 5

120 Pitt Street

SYDNEY NSW 2000

Attention: Scott Wilson
	 
	 	 
	Crédit Industriel et Commercial, Singapore Branch

	 	9 Raffles Place

#23-01/02 Republic Plaza

Singapore 048619

Attention: Kiang Kin Ngoh
	 
	 	 
	National Australia Bank Limited

ABN 12 004 004 937

	 	Level 24

255 George Street

SYDNEY NSW 2000

Attention: Sebastian

Paphitis - Manager
	 
	 	 
	Rabo Australia Limited

ABN 39 060 452 217

	 	Level 7

Rabobank House

115 Pitt Street

SYDNEY NSW 2000

Attention: Brett Agg
	 
	 	 
	SG Australia Limited

ABN 72 002 093 021

	 	Level 21

400 George Street

SYDNEY NSW 2000

Attention: Michael Lang
	 
	 	 
	United Overseas Bank Limited, Sydney Branch

ABN 56 060 785 284

	 	Level 9

32 Martin Place

SYDNEY NSW 2000

Attention: Mrs Margaret Chua
	 
	 	 
	WestLB AG, Sydney Branch

ABN 70 076 170 039

	 	Credit Matters


Level 29

60 Margaret Street

SYDNEY NSW 2000

Attention Stewart

Bubb/Horst Kleinecke


Administrative Matters


Level 29

60 Margaret Street

SYDNEY NSW 2000

Attention: Joe

Champion/Rosetta Pelle







109









 






SCHEDULE 3-1




CONDITIONS PRECEDENT



PART A – CONDITIONS PRECEDENT TO DELIVERY OF FIRST DRAWDOWN NOTICE





	1.	 	A certificate in respect of each Group Party that is to execute a New
Transaction Document (other than a Supplemental Security), dated no
earlier than the fifth Business Day before the date of the first Drawdown
Notice, substantially in the form of schedule 3-2, with the attachments
listed in the certificate.
	 
	2.	 	A copy of each Authorisation that is necessary or desirable for any Group
Party to enable it to enter into the New Transaction Documents (other than
a Supplemental Security).
	 
	3.	 	A certificate of currency from a reputable insurance broker in relation
to the Group’s global insurance policies, together with a report from that
insurance broker confirming that those policies comply with clause 5.1(j).
	 
	4.	 	A copy of the current Agreed Hedging Program.
	 
	5.	 	Evidence that the commitments of each lender under the term loan facility
agreement dated 2 August 2001 and the revolving loan facility agreement
dated 2 August 2001 between the Parent, the Facility Agent and others will
be fully cancelled and all moneys actually or contingently owing to each
lender under those agreements (other than in respect of Existing Treasury
Transactions) will be fully repaid on and from the Funding Portions on the
first Drawdown Date under the Facility Agreements and that those
agreements will cease to be transaction documents for the purposes of the
Security Trust Deed and the debenture stock issued for the benefit of
those lenders redeemed and cancelled.
	 
	6.	 	A certified copy of the Bid Documents.
	 
	7.	 	Receipt by the Parent of an amount of not less than AUD 50,000,017.80
from the exercise of 250,000,089 options to acquire shares in the Parent.
	 
	8.	 	Evidence that:






	 	(a)	 	 






	 	(i)	 	BPC1 has a relevant interest in at least 90% (by
number) (disregarding any relevant interests that BPC1 has in
Goodman shares merely because of the operation of section
608(3) of the Corporations Act)of the ordinary shares in
Goodman; and
	 
	 	(ii)	 	BPC1 has acquired for at least 75% (by number) of
the Goodman shares that BPC1 offered to acquire under the
Offer (whether the acquisitions happened under the Offer or
otherwise);






	 	(b)	 	any approvals or consents that are required by law, or by any
public authority, as are necessary to permit:






	 	(i)	 	the Offer to be lawfully made to and accepted by
Goodman’s shareholders; and




110









 






	 	(ii)	 	the Transactions,






	 	 	 	have been granted, given, made or obtained on an
unconditional basis, and remain in full force and effect in
all respects, and have not become subject to any notice,
intimation or indication of intention to revoke, suspend,
restrict, modify or not renew the same.






	9.	 	Evidence that the Offer has not been amended or varied (other than the
waiver of the 90% minimum acceptance condition) since first issue of the
Offer without the prior written consent of the Facility Agent acting on
the instructions of the Super-Majority of Subscribers (such consent is not
required unless the amendment or variation would result in:






	 	(a)	 	the bid price for each share in Goodman under the Offer being
an amount which, when multiplied by the aggregate number of all
 shares being bid for by BPC1, would exceed the Total Commitment, the
total commitment of the Term B Facility Agreement and the Capital
Notes Bridge Facility Agreement and the other sources of funding
(other than the Revolving Facility Agreement) to enable the
acquisition of all of the shares in Goodman; or
	 
	 	(b)	 	any condition of the Offer that is also a condition to
borrowing under the Term B Facility Agreement or the Capital Notes
Bridge Facility Agreement, being waived),






	 	 	and without limiting item 8 of Part A of this Schedule 3-1, no consent of
the Facility Agent (acting on the instructions of the Super-Majority of
Subscribers) is required for BPC1 to drop its condition of the Offer with
respect to having a relevant interest in at least 90% (by number)
(disregarding any relevant interests that BPC1 has in Goodman shares
merely because of the operation of section 608(3) of the Corporations
Act) of the ordinary shares in Goodman.
	 
	10.	 	The Group has not, before it acquires all of the issued shares in Goodman
consented to, approved or agreed to the payment or declaration of any
dividends by Goodman or the making of any distributions by Goodman to its
shareholders without the prior written consent of the Facility Agent
acting on the instructions of the Super-Majority of Subscribers.
	 
	11.	 	Evidence that on the first Drawdown Date, all of the shares in Goodman
that have been acquired by BPC1 by the first Drawdown Date will have been
transferred to a sponsored holding of which Credit Suisse First Boston
Australia Equities Limited is the controlling participant pursuant to and
as those later terms are defined in the Sponsorship Deed.
	 
	12.	 	A Group Structure Chart.
	 
	13.	 	Compliance with and satisfaction or waiver by BPC1 of the bid conditions
set out in the Bid Documents and satisfaction or waiver of the conditions
precedent set out in the Term B Facility Agreement and the Capital Notes
Bridge Facility Agreement such that the Parent and its Subsidiaries shall
have borrowed or issued notes or be entitled to borrow or
issue notes under those agreements, as the case may be, in aggregate
amounts when combined with the proceeds of the Facilities and other
sources of funds, are sufficient to finance the consummation of the
Transactions.




111









 






	14.	 	Evidence that after giving pro forma effect to the acquisition of Goodman
and the financing of the acquisition (including with respect to any
reduction in the amount of any senior debt to be used to finance the
Transactions) on the first Drawdown Date:






	 	(a)	 	the ratio of Total Debt to pro forma consolidated adjusted
LTM EBITDA shall not exceed 4.5 to 1.00; and
	 
	 	(b)	 	the ratio of consolidated senior debt (being Total Debt less
any component of Total Debt which is subordinated to the liabilities
owed to the Subscribers under the Transaction Documents) to pro
forma consolidated adjusted LTM EBITDA shall not exceed 3.00 to
1.00.






	15.	 	Receipt of:






	 	(a)	 	audited, consolidated balance sheets and related statements
of income, stockholder’s equity and cash flow of the Parent for the
2000, 2001 and 2002 fiscal years; and
	 
	 	(b)	 	unaudited, consolidated balance sheet and related statements
of income, stockholders equity and cash flows of the Parent for:






	 	(i)	 	each subsequent fiscal quarter ended 45 days
before the first Drawdown Date; and
	 
	 	(ii)	 	each fiscal month after the most recent 2003
fiscal quarter for which financial statements were received as
described above and ended 30 days before the first Drawdown
Date; and






	 	(c)	 	pro forma consolidated balance sheets and related pro forma
consolidated statements of income, and cashflows of the Group as of
and for the 12 months ended 30 June 2002 and 31 December 2002,
prepared after giving effect to the Transactions as if the
Transactions had occurred as of such dates (in the case of each such
balance sheet) or at the beginning of such periods (in the case of
such other financial statements).






	16.	 	Evidence that there is no litigation, governmental, administrative or
judicial action, actual or threatened, that could reasonably be expected
to restrain, or prevent the Transactions or the other transactions
contemplated thereby (other than a determination by the Australian
Securities and Investments Commission or the Takeovers Panel in exercise
of the powers and discretions conferred by Chapter 6 of the Corporations
Act 2001 (Cth)).
	 
	17.	 	Evidence that the Parent has not acquired any business or any shares in
any other company (other than acquisitions by the Parent which the
Facility Agent is aware of and including for the avoidance of doubt, the
acquisition of the Fleischmann business unit from Kraft Foods
International Inc) until the earlier of:






	 	(a)	 	the date the Parent acquires all of the shares in Goodman; or
	 
	 	(b)	 	the Parent has withdrawn the Offer.






	18.	 	Evidence that there has not occurred:




112









 












	 	(a)	 	any event, change or condition (each such event, change or
condition, a “Relevant Event”) that has had, or could reasonably be
expected to have, a material adverse effect on the business,
financial or trading position, assets or liabilities, profitability
or prospects of Goodman or any of its Subsidiaries, taken as a whole,
since 30 June 2002 (except for:






	 	(i)	 	such events, changes or conditions disclosed in
public filings by Goodman or any of its Subsidiaries prior to
the date of this agreement); and
	 
	 	(ii)	 	any event, change or condition that may arise as
a consequence of the announcement or consummation of the Offer
or the financing therefor),






	 	 	 	and that occurs, is announced or is made or becomes known to the
Parent (whether or not it is made public) (it being understood that
a Relevant Event includes where it becomes known to the Parent that
information publicly filed by Goodman or any of its Subsidiaries
is, or is likely to be, incomplete, incorrect, untrue or
misleading);
	 
	 	(b)	 	any event, change or condition that has had, or could
reasonably be expected to have, a material adverse effect on the
business, assets, operations, financial condition or prospects of
the Parent and its Subsidiaries, taken as a whole, since 30 June
2002 (excluding any event, change or condition that may arise as a
consequence of the announcement or consummation of the Offer or the
financing therefor) (it being understood that the Arrangers are not
aware of any event, change or condition that has had, or could
reasonably be expected to have, such a material adverse effect from
30 June 2002 to the date of this agreement); and
	 
	 	(c)	 	any disruption or adverse change in financial, banking or
capital markets, or in the market for new issuances of leveraged
loans in each case, that could reasonably be expected to materially
adversely affect the syndication of the Facilities.




PART B – CONDITIONS PRECEDENT TO FUNDING





	1.	 	An executed original of each New Transaction Document (other than a
Supplemental Security).
	 
	2.	 	If required by the Facility Agent:






	 	(a)	 	evidence that any duty payable in connection with the entry
into the Transaction Documents (other than a Supplemental Security)
has been paid; or
	 
	 	(b)	 	the amount of money which, in the Facility Agent’s opinion, is
required for payment of any duty payable in connection with the entry
into the Transaction Documents (other than a Supplemental Security).






	3.	 	Evidence that all registrable Transaction Documents (other than a
Supplemental Security) have been properly registered in all relevant
jurisdictions or are in registrable form.
	 
	4.	 	Evidence that each New Security Document (other than a Supplemental
Security) has become effective, or will become effective immediately after
Funding Portions are provided on the first Drawdown Date.




113









 






	5.	 	Evidence that all fees and expenses that are payable to the Arrangers,
the Facility Agent and the Subscribers have been paid in full.
	 
	6.	 	The following legal opinions:






	 	(a)	 	an opinion from Freehills, Australian legal counsel to the
Group;
	 
	 	(b)	 	an opinion from Mallesons Stephen Jaques, Australian legal
counsel to the Subscribers;
	 
	 	(c)	 	an opinion from Australian legal counsel to the Security
Trustee;
	 
	 	(d)	 	an opinion from US legal counsel to JP Morgan Chase Bank;
	 
	 	(e)	 	opinions from legal counsel in the following jurisdictions
(except where any Supplemental Security required in that
jurisdiction has not been provided):






	 	(i)	 	Argentina;
	 
	 	(ii)	 	Brazil;
	 
	 	(iii)	 	Canada;
	 
	 	(iv)	 	the United Kingdom;
	 
	 	(v)	 	Germany;
	 
	 	(vi)	 	the Netherlands;
	 
	 	(vii)	 	New Zealand;
	 
	 	(viii)	 	Spain;
	 
	 	(ix)	 	the United States of America;
	 
	 	(x)	 	Uruguay; and






	 	(f)	 	any other legal opinion required by the Facility Agent to be
given by local counsel in a jurisdiction in which a Subsidiary has
acquired any shares or assets comprising the Fleischmann business
unit and has executed a guarantor accession deed.






	7.	 	Where the Funding Portion is to be utilised for the purpose of acquiring shares
in Goodman, the Facility Agent has received written confirmation
from ASX Perpetual
Registrars Limited, the share registrar appointed by BPC1, certifying the
number of shares in Goodman in respect of which BPC1 has received
acceptances.




114









 











SCHEDULE 3-2




CERTIFICATE




[[name of Group Party] [ABN/ACN/ARBN] [number]]




	 	 	 
	To:

	 	Credit Suisse First Boston
	

	 	Melbourne Branch
	

	 	Level 27
	

	 	101 Collins Street
	

	 	Melbourne Vic 3000
	 
	 	 
	Attention:

	 	[name]







Senior Funding Agreement



I refer to the Senior Funding Agreement dated [date] (the “Agreement”) between
Burns, Philp & Company Limited, certain of its subsidiaries, Credit Suisse
First Boston, Melbourne Branch, [ ] and others. Terms used in this certificate
that are defined in the Agreement have the same meanings as in the Agreement.



I am a director/company secretary of [Burns, Philp & Company Limited, the
holding company of] [name of entity].



The attachments to this certificate are complete and up to date copies of:





	1.	 	the certificate of incorporation and the constitution of [name of
entity], as in force when the resolutions mentioned below were passed and
at all times since;
	 
	2.	 	an extract from the minutes of a meeting of the board of directors of
[name of entity] containing resolutions (which have not been amended or
revoked and are in full force) that:






	 	(a)	 	authorise execution and (where applicable) delivery by [name
of entity] of each New Transaction Document;
	 
	 	(b)	 	authorise the exercise by [name of entity] of its rights and
the performance by the [name of entity] of its obligations under
each New Transaction Document; and
	 
	 	(c)	 	appoint Authorised Representatives for [name of entity]; and






	3.	 	the power of attorney (which has not been revoked by [name of entity] and
is in full force) authorising the execution and (if appropriate) delivery
of each New Transaction Document on behalf of [name of entity].




The persons named below are [name of entity]’s Authorised Representatives and
the signature appearing beside the name of each Authorised Representative is
the true signature, or a copy of the true signature, of that person.




115









 








Authorised Representatives




	 	 	 	 	 
	Name

	 	Position
	 	Signature
	 
	 	 	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	 	 	








	 	 	 
	Dated [date].
	 	 
	 
	 	 
	Signed by director/secretary of the Parent:

	 	

	

	 	Signature of director/secretary
	 
	 	 
	

	 	

	

	 	Name







116









 






SCHEDULE 4




NEW SECURITY DOCUMENTS





	1.	 	Priority 1 Debenture Stock in favour of the Facility Agent.
	 
	2.	 	Nomination of Transaction Document for the purposes of the Security Trust
Deed and the Priority 1 Debenture Stock referred to in paragraph 1 above.
	 
	3.	 	Sponsorship Deed.
	 
	4.	 	Nomination of Transaction Document for the purposes of the Debenture
Trust Deed.
	 
	5.	 	Supplemental Securities.




117









 







SCHEDULE 5




EXISTING ENCUMBRANCES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Company
	 	Country
	 	BP Ownership %
	 	Encumbrance to
	 	Currency
	 	Amount
	 	$US Equivalent
	 	Due date
	 	Encumbrance

	Burns Philp India

(Private) Ltd

	 	India
	 	 	100	%	 	Union Bank of India
	 	INR
	 	 	8,500,000	 	 	 	175,711	 	 	23 August 2006
	 	Inventory, Trade

Debtors, Plant &

Equipment
	Cochin Private

Spices Ltd

	 	India
	 	 	100	%	 	State Bank of
Travancore
	 	INR
	 	 	45,500,000	 	 	 	940,568	 	 	31 December 2006
	 	Inventory, Trade

Debtors, Plant &

Equipment, BPC

Guarantee
	Mauri Fermentos, SA

	 	Portugal
	 	 	96	%	 	Banco Commercial

Portugues
	 	EUR
	 	 	998,000	 	 	 	1,011,760	 	 	Rolling
	 	Bank Draft
	Mauri-La Nga

Fermentation Co Ltd

	 	Vietnam
	 	 	66	%	 	Vietcom Bank
	 	VMD
	 	 	30,000,000	 	 	 	1,955,162	 	 	31 December 2002
	 	Plant & Equipment
	Harbin Mauri Yeast

Company Ltd

	 	China
	 	 	85	%	 	Commercial Bank
	 	RMB
	 	 	6,000,000	 	 	 	724,883	 	 	19 September 2003
	 	Mortgage over Plant
and Buildings
	Harbin Mauri Yeast

Company Ltd

	 	China
	 	 	85	%	 	Communications Bank
	 	RMB
	 	 	23,000,000	 	 	 	2,778,717	 	 	5 March 2003
	 	Mortgage over Plant
and Buildings
	PT Sama Indah

	 	Indonesia
	 	 	49	%	 	NISP Bank
	 	IDR
	 	 	10,000,000,000	 	 	 	1,111,111	 	 	14 June 2005
	 	Corporate Guarantee
from PT Indo Fermex
& mortgage on fixed
assets of Sama
Indah
	Mauri Fermentation

(Malaysia) Sdn Bhd

	 	Malaysia
	 	 	41.8	%	 	HongkongBank (M) BHD
	 	MYR
	 	 	4,050,000	 	 	 	1,065,789	 	 	6 October 2006
	 	Negative Pledge and
general security
	Mauri Fermentation

Pakistan (Private)

Ltd

	 	Pakistan
	 	 	50	%	 	Union Bank
	 	PKR
	 	 	40,000,000	 	 	 	680,000	 	 	31 December 2006
	 	Mortgage over land,
buildings,
fixtures, moveables
and receivables







118









 






SCHEDULE 6




EXISTING JOINT VENTURES




	 	 	 
	Joint Venture
	 	Jurisdiction of incorporation

	Levaduras Collico SA

	 	Chile
	Meishan-Mauri Yeast Co Ltd

	 	China
	P.T. Indo Fermex

	 	Indonesia
	P.T. Jaya Fermex

	 	Indonesia
	P.T. Sama Indah

	 	Indonesia
	Ardigillan

	 	Ireland
	Greenoge

	 	Ireland
	Gulistan

	 	Ireland
	Killeek

	 	Ireland
	Kingswinford Ltd

	 	Ireland
	Kinter International Limited

	 	Ireland
	Knaresboro Ltd

	 	Ireland
	Knowsley Ltd

	 	Ireland
	Proofex Products Company

	 	Ireland
	Yeast Products Limited

	 	Ireland
	Mauri Fermentation (Malaysia) Sdn Bhd

	 	Malaysia
	Mauri Fermentation Pakistan (Private) Ltd

	 	Pakistan
	Pilmico-Mauri Food Corporation

	 	Philippines
	Kombinat Pischevikh Produktov

	 	Russia
	Mauri Products Ltd

	 	UK







119









 






SCHEDULE 7




EXISTING TREASURY TRANSACTIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Our Company
	 	Counterparty
	 	Currency
	 	Amount
	 	Pay
	 	Rate
	 	Maturity

	SWAP TRANSACTIONS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Burns Philp Inc.
	 	SG Australia Limited	 	USD	 	 	75,000,000	 	 	Fixed	 	 	2.740	 	 	16/12/2005
	Burns Philp Inc.
	 	SG Australia Limited	 	USD	 	 	20,000,000	 	 	Fixed	 	 	5.520	 	 	16/09/2003
	Burns Philp Inc.
	 	SG Australia Limited	 	USD	 	 	50,000,000	 	 	Fixed	 	 	5.545	 	 	15/08/2006
	Burns Philp Inc.
	 	The Toronto Dominion Bank	 	USD	 	 	25,000,000	 	 	Fixed	 	 	5.853	 	 	30/03/2006
	Burns Philp Inc.
	 	The Toronto Dominion Bank	 	USD	 	 	20,000,000	 	 	Fixed	 	 	5.853	 	 	30/03/2006
	Burns Philp Inc.
	 	The Toronto Dominion Bank	 	USD	 	 	25,000,000	 	 	Fixed	 	 	5.550	 	 	18/09/2003
	Burns Philp Food Limited
	 	SG Australia Limited	 	CAD	 	 	5,000,000	 	 	Fixed	 	 	6.500	 	 	28/03/2003
	Burns Philp Food Limited
	 	The Toronto Dominion Bank	 	CAD	 	 	10,000,000	 	 	Fixed	 	 	5.780	 	 	18/09/2003
	Burns Philp Treasury (Australia) Limited
	 	The Toronto Dominion Bank	 	USD	 	 	25,000,000	 	 	Fixed	 	 	5.853	 	 	30/03/2006
	Burns Philp Treasury (Europe) BV
	 	The Toronto Dominion Bank	 	EUR	 	 	5,112,919	 	 	Fixed	 	 	4.160	 	 	18/09/2003
	Burns Philp (New Zealand) Limited
	 	SG Australia Limited	 	NZD	 	 	10,000,000	 	 	Fixed	 	 	7.150	 	 	17/09/2003
	FOREIGN EXCHANGE
TRANSACTION
	 	 	 	 	 	BINARY
PAYOUT	 	LOWER
BINARY	 	UPPER
BINARY	 	MATURITY
DATE
	BPC1 Pty Limited

(Double No-Touch Binary – AUD/NZD)

Notional NZD amount 200,000,000
	 	Credit Suisse First Boston	 	AUD	 	 	2,850,000	 	 	1.0608	 	 	1.0878	 	 	14/3/2003









120









 










121









 








SCHEDULE 8




US OBLIGORS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	US Obligor
	 	Relevant Locations (clause 4.3(e))
	 	Relevant Locations (clause 4.3(e))

	Burns Philp Food Inc.

	 	 	1.	 	 	G R Daniels

19258 Turner Avenue

Hutchinson, MN 55350
	 	 	15.	 	 	Oakland Yeast Plant

Oakland Vinegar Plant

921 98th Avenue

Oakland, CA
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	2.	 	 	Crooks

651 Armour Dale Pkwy

Kansas City, KS 66105
	 	 	156.	 	 	Washington Vinegar Plant

1115 Zehnder Street

Sumner, WA
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	3.	 	 	Bay Cities Warehouse Co Inc

31474 Hayman Street

Hayward, CA 94544
	 	 	17.	 	 	Wisconsin Vinegar Plant

1931 South 14th Street

Manitowoc, WI
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	4.	 	 	Bridgeport Distribution

16520 SW 72nd Avenue #7

Portland, OR 97224
	 	 	18.	 	 	Michigan Vinegar Plant

465 Harbor Avenue

Monroe, MI
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	5.	 	 	300 Union Bower Court

Ste 310

Irving TX	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	6.	 	 	215 Edgewood Avenue

West Berlin, NJ

08091	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	7.	 	 	420 East 13th Avenue
N. Kansas City, MO 64116	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	8.	 	 	5800 Outlook Pkwy, Ste B

Norcross, GA 30093	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	9.	 	 	411 Rockwell Court

Burr Ridge, IL 60521	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	10.	 	 	2743 Riverport Road

Memphis, TN 38109	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	11.	 	 	14722 Anson Avenue

Santa Fe Springs, CA 90670	 	 	 	 	 	 







122









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	US Obligor
	 	Relevant Locations (clause 4.3(e))
	 	Relevant Locations (clause 4.3(e))

	

	 	 	12.	 	 	Greenville Benchmate Plant

6311 Industrial Drive

Greenville, TX
	 	 	19.	 	 	35 Adams Street North

Hutchinson, MN 55350
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	20.	 	 	240 Larkin Williams

Industrial Parkway

Fenton, MO 63026
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	13.	 	 	Prism

3632 Peterson Road

Stockton, CA 95206
	 	 	21.	 	 	Jacobson

4141 Dixon Street

Des Moines, IA 50301
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	14.	 	 	Excel

401 First Street

Middleton, PA 17057
	 	 	22.	 	 	Pilot Air Freight

701B Ashland Avenue

Folcraft, PA 19032
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	23.	 	 	2276 Westbrook Drive

Columbus, OH 43228
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Tone Brothers, Inc.

	 	 	1.	 	 	2301 SE Tone’s Drive
Ankeny, IA, 50021
	 	 	3.	 	 	Decko Products

2105 Superior Street

Sandusky, OH 44870
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	2.	 	 	Warehousing Unlimited

122 Kohlman Road

Fond Du Lac, WI 54936	 	 	 	 	 	 







123









 






SCHEDULE 9




EXCLUDED ASSETS




	 	 	 
	Shares in Nutrition

21

	 	The shares in Nutrition 21 Inc., formerly AMBI Inc.
	 
	 	 
	Surplus properties

	 	All or part of the property at 115 Zehnder Street, Sumner,
Washington, U.S.A.
	 
	 	 
	

	 	The property at Tronador 71, 1427 Buenos Aires, Argentina
(Hurlingham).
	 
	 	 
	

	 	The property at Av. Gobernador Vergara 2950, 1686 Santos Tesei,
Argentina
	 
	 	 
	

	 	The property at 921 98th Avenue, Oakland, California, USA
	 
	 	 
	

	 	The property at Molina Arrotea 2151, 1832 Lomas de Zamora
	 
	 	 
	

	 	The property at Camino Costa Brava s/n, Zarate, Provincia de

Buenos Aires
	 
	 	 
	

	 	The property at 465 Harbor Ave., Monroe, Michigan, U.S.A.
	 
	 	 
	

	 	The property at 1819 South 9th St., Manitowoc, Wisconsin, U.S.A.
	 
	 	 
	

	 	The property at Lot 8, Markeys Road, Marian, Queensland, Australia







124









 






SCHEDULE 10




NOT USED






125









 








SCHEDULE 11




DISCLOSURES FOR THE PURPOSES OF CLAUSES 4.1 AND 4.2





	1.	 	The finalisation of some New Security Documents may be a condition
subsequent to drawdown and accordingly representations and warranties in
relation to such documents may not be correct at the date of this document
or at the first Drawdown Date.
	 
	2.	 	The representations and warranties are subject generally to any matter
specifically disclosed in any of the legal opinions delivered under clause
2.1.






126









 





SCHEDULE 12




SUBSTITUTION CERTIFICATE




DATE




PARTIES





	 	 	The financial institution listed in part A of the schedule, for itself
and each of its Subscriber Affiliates (the “Retiring Subscriber”)
	 
	 	 	The financial institution listed in part B of the schedule, for itself
and each of its proposed Subscriber Affiliates (the “New Subscriber”)
	 
	 	 	Credit Suisse First Boston Melbourne Branch ARBN 061 700 712 (the
“Facility Agent”), for itself and for each other party to the Senior
Funding Agreement and the Facility Agreements and any Subscriber
Affiliates (except for the Retiring Subscriber and the New Subscriber and
their respective Subscriber Affiliates)
	 
	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The following definitions apply in this document.
	 
	 	 	“Relevant Funding Portion” means each Funding Portion that is outstanding
under the Relevant Facility.
	 
	 	 	“Relevant Commitment” means the Retiring Subscriber’s Commitment under
the Relevant Facility.
	 
	 	 	“Relevant Facility” means:






	(a)	 	the “Facility”, under the Term A Facility Agreement;
	 
	(b)	 	the “Facility” under the Revolving Facility Agreement,






	 	 	as specified in the schedule.
	 
	 	 	“Relevant Facility Agreement” means the Facility Agreement under which
the Relevant Facility is provided.
	 
	 	 	“Senior Funding Agreement” means the Senior Funding Agreement dated
[date] between Burns, Philp & Company Limited, certain of its
subsidiaries, the Facility Agent and others.
	 
	 	 	“Substituted Commitment” means the amount (being a proportion or all of
the Retiring Subscriber’s Relevant Commitment) specified under the
heading “Substituted Commitment Amount” in the schedule.
	 
	 	 	“Substituted Participation” means:




127









 












	(a)	 	the Substituted Commitment;
	 
	(b)	 	the corresponding proportion of the Retiring Subscriber’s
Share of each Relevant Funding Portion; and
	 
	(c)	 	any related rights and obligations.






	 	 	“Substitution Date” means [date(s)].
	 
	1.2	 	Terms defined in the Senior Funding Agreement
	 
	 	 	Terms that are defined in the Senior Funding Agreement have the same
meaning in this document.
	 
	1.3	 	Rules for interpreting this document
	 
	 	 	Clause 1.2 of the Senior Funding Agreement applies to this document.
	 
	1.4	 	Document binds Subscriber Affiliates
	 
	 	 	The Retiring Subscriber and the New Subscriber represent and warrant that
their respective Subscriber Affiliates are bound by this document.
	 
	2.	 	SUBSTITUTION
	 
	 	 	On the Substitution Date:
	 
	 	 	the New Subscriber and its Subscriber Affiliates are substituted for the
Retiring Subscriber and its Subscriber Affiliates in respect of all the
rights and obligations of the Retiring Subscriber under the Senior
Funding Agreement, the relevant Facility Agreement and each other
Transaction Document in relation to the Substituted Participation, other
than:






	(a)	 	obligations (if any) due to be satisfied before the Substitution
Date; and
	 
	(b)	 	rights to amounts (if any) that are due and payable before
the Substitution Date [but not paid by that date].






	3.	 	RELEASE OF RETIRING SUBSCRIBER
	 
	 	 	On the Substitution Date, the Retiring Subscriber and its Subscriber
Affiliates cease to be entitled to their rights, and are released from
their obligations, under the Senior Funding Agreement, the Relevant
Facility Agreement and each other Transaction Document in relation to the
Substituted Participation, other than the rights and obligations
described in clauses 2(a) and (b).
	 
	4.	 	ASSUMPTION BY NEW SUBSCRIBER
	 
	 	 	On the Substitution Date:






	(a)	 	the New Subscriber is taken to be a party to the Senior
Funding Agreement, the Relevant Facility Agreement and each other
Transaction Document to which the Retiring Subscriber is or was a
party in relation to the Substituted Participation; [and]




128









 






	(b)	 	the New Subscriber and its Subscriber Affiliates on the one
hand, and each of the parties to the Senior Funding Agreement, the
Relevant Facility Agreement and each other Transaction Document and
any of their Subscriber Affiliates on the other hand, assume
obligations to each other and acquire rights against each other that
are identical to the rights and obligations that cease and are
released under clause 3, except to the extent that they relate to
the identity and location of the New Subscriber or its Subscriber
Affiliates rather than to the identity and location of the Retiring
Subscriber or its Subscriber Affiliates [; and]
	 
	(c)	 	[the Retiring Subscriber has a Relevant Commitment, and the
Retiring Subscriber and its Subscriber Affiliates have a Share in
each Relevant Funding Portion, equal to that Relevant Commitment and
Share immediately before the Substitution Date, less the Substituted
Participation].






	5.	 	CONFIRMATION BY NEW SUBSCRIBER
	 
	 	 	The New Subscriber confirms that:






	(a)	 	it has received a copy of the Senior Funding Agreement, the
Relevant Facility Agreement and each other Transaction Document,
together with any other documents and information that it requires
in connection with this transaction; and
	 
	(b)	 	it and its Subscriber Affiliates have not relied and will not
rely on the Retiring Subscriber or the Facility Agent to check or
enquire on its behalf into the execution, validity, effectiveness,
genuineness, enforceability, sufficiency, accuracy or completeness
of any of those documents or that information.






	6.	 	PAYMENTS AND DELIVERIES
	 
	 	 	On and after the Substitution Date, the Facility Agent must make all
payments and deliveries that are due to be made under the Senior Funding
Agreement, the Relevant Facility Agreement and each other Transaction
Document in relation to the Substituted Participation to the New
Subscriber and its Subscriber Affiliates. Accordingly, the Retiring
Subscriber and the New Subscriber and their respective Subscriber
Affiliates must make, directly to each other, whatever payments and
adjustments they agree regarding the principal, accrued interest, fees,
expenses and other amounts that have accrued by reference to the
Substituted Participation before the Substitution Date.
	 
	7.	 	LENDING OFFICE
	 
	 	 	The Lending Office of the New Subscriber or its Subscriber Affiliates in
relation to each Borrower is described in the schedule.
	 
	8.	 	NOTICES
	 
	 	 	For the purposes of clause 16 of the Senior Funding Agreement, the
address of the New Subscriber is the address described in the schedule,
or another address that the New Subscriber may notify to each other party
to the Senior Funding Agreement.




129









 












	9.	 	GOVERNING LAW






	(a)	 	This document is governed by the law in force in New South
Wales.
	 
	(b)	 	Each party to this document submits to the non-exclusive
jurisdiction of the courts exercising jurisdiction in New South
Wales, and any court that may hear appeals from any of those courts,
for any proceedings in connection with any Transaction Document, and
waives any right it might have to claim that those courts are an
inconvenient forum.




130









 











SCHEDULE TO SUBSTITUTION CERTIFICATE




PART A – RETIRING SUBSCRIBER




	 	 	 
	Name:

	 	[insert]







PART B – NEW SUBSCRIBER




	 	 	 	 	 
	1.

	 	Name:
	 	[insert]
	 
	 	 	 	 
	2.

	 	Subscriber Affiliates:
	 	[specify, where appropriate, for each Borrower]
	 
	 	 	 	 
	3.

	 	Lending Offices:
	 	[specify separately for each Borrower]
	 
	 	 	 	 
	4.

	 	Notice details:
	 	[insert]







PART C – WHAT IS BEING SUBSTITUTED




	 	 	 	 	 
	1.

	 	Relevant Facility:
	 	[insert]
	 
	 	 	 	 
	2.

	 	Substituted Commitment:
	 	AUD[insert]







131









 






SCHEDULE 13




DELETED





132









 








SCHEDULE 14




IA WITHDRAWAL REQUEST




BURNS, PHILP & COMPANY LIMITED ABN 65 000 000 359




	 	 	 
	To:

	 	Credit Suisse First Boston, Melbourne Branch
	

	 	Level 27
	

	 	101 Collins Street
	

	 	MELBOURNE VIC 3000
	 
	 	 
	Attention:

	 	[name]
	 
	 	 
	To:

	 	J. P. Morgan Australia Limited
	

	 	[Address]
	 
	 	 
	Attention:

	 	[name]







Senior Funding Agreement – IA Withdrawal Request



We refer to the Senior Funding Agreement dated [date] (the “Funding Agreement”)
between Burns, Philp & Company Limited, certain of its subsidiaries, Credit
Suisse First Boston Melbourne Branch and others. Terms used in this IA
Withdrawal Request that are defined in the Funding Agreement have the same
meanings as in the Funding Agreement.



We give you irrevocable notice that the relevant Group Security Providers wish
to withdraw funds from their Investment Account as follows.





	1.	 	Withdrawal Date:
	 
	2.	 	Details of each withdrawal for each Group Security Provider:





	 	 	 	 	 	 	 	 	 
	Group	 	Investment	 	 	 	Amount to	 	Transfer
	Security	 	Account	 	 	 	be	 	account
	Provider
	 	details
	 	Currency
	 	withdrawn
	 	details

	
 

	 	
 
	 	
 
	 	
 
	 	
 
	
 

	 	
 
	 	
 
	 	
 
	 	
 
	
 

	 	
 
	 	
 
	 	
 
	 	
 







Please credit each withdrawal to the transfer account specified in the table.




This withdrawal is being made under clause 7.4 [complete as appropriate] of the
Funding Agreement. We certify that the requirements of that clause have been
satisfied.




133









 








	 	 	 
	Dated [date].
	 	 
	 
	 	 
	For and on behalf of BURNS, PHILP &
	 	 
	COMPANY LIMITED by its Authorised
	 	 
	Representative:

	 	

	

	 	Signature of Authorised Representative
	 
	 	 
	

	 	

	

	 	Name







134









 






	 	 	 
	EXECUTED as an agreement.
	 	 
	 
	 	 
	PARENT
	 	 
	 
	 	 
	SIGNED for BURNS, PHILP &
	 	 
	COMPANY LIMITED under power of
	 	 
	attorney in the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	INITIAL BORROWERS
	 	 
	 
	 	 
	SIGNED for BURNS PHILP TREASURY
	 	 
	(AUSTRALIA) LIMITED under power of
	 	 
	attorney in the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney







135









 






	 	 	 
	SIGNED for BURNS PHILP
	 	 
	DEUTSCHLAND GmbH under power of
	 	 
	attorney in the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for BURNS PHILP INC. under
	 	 
	power of attorney in the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for BURNS PHILP (NEW
	 	 
	ZEALAND) LIMITED under power of
	 	 
	attorney in the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney







136









 






	 	 	 
	SIGNED for BURNS PHILP FOOD
	 	 
	LIMITED under power of attorney in the
	 	 
	presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for BPC1 PTY LIMITED under
	 	 
	power of attorney in the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney







137









 






	 	 	 
	ARRANGERS
	 	 
	 
	 	 
	SIGNED for CREDIT SUISSE FIRST
	 	 
	BOSTON, MELBOURNE BRANCH by its
	 	 
	authorised signatories in the presence of:

	 	

	

	 	Signature of authorised signatory
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Signature of authorised signatory
	 
	 	 
	

	 	

	

	 	Name







138









 






	 	 	 
	SIGNED for BOS INTERNATIONAL
	 	 
	(AUSTRALIA) LIMITED under power of
	 	 
	attorney in the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for CREDIT AGRICOLE
	 	 
	INDOSUEZ AUSTRALIA LIMITED
	 	 
	under power of attorney in the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney







139









 






	 	 	 
	FACILITY AGENT
	 	 
	 
	 	 
	SIGNED for CREDIT SUISSE FIRST
	 	 
	BOSTON, MELBOURNE BRANCH by its
	 	 
	authorised signatories in the presence of:

	 	

	

	 	Signature of authorised signatory
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Signature of authorised signatory
	 
	 	 
	

	 	

	

	 	Name
	 
	 	 
	INITIAL SUBSCRIBERS
	 	 
	 
	 	 
	SIGNED for CREDIT SUISSE FIRST
	 	 
	BOSTON, MELBOURNE BRANCH by its
	 	 
	authorised signatories in the presence of:

	 	

	

	 	Signature of authorised signatory
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Signature of authorised signatory
	 
	 	 
	

	 	

	

	 	Name







140









 






	 	 	 
	SIGNED for BOS INTERNATIONAL
	 	 
	(AUSTRALIA) LIMITED under power of
	 	 
	attorney in the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for CREDIT AGRICOLE
	 	 
	INDOSUEZ AUSTRALIA LIMITED by
	 	 
	its authorised signatory in the presence of:

	 	

	

	 	Signature of authorised signatory
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney








141









 





Fourth Amendment and Restatement

Agreement – TLA Senior Funding Agreement

Details



Interpretation – definitions are at the end of the General Terms




	 	 	 	 	 	 	 	 	 
	Parties	 	Parent, Initial Borrowers, and Facility Agent
	 
	 	 	 	 	 	 	 	 
	Parent

	 	Name
	 	 	 	Burns, Philp & Company Limited
(ABN 65 000 000 359)
	 
	 	 	 	 	 	 	 	 
	Initial Borrowers

	 	Name
	 	 	 	The entities listed in schedule 1
	 
	 	 	 	 	 	 	 	 
	Facility Agent

	 	Name
	 	 	 	Credit Suisse First Boston,
Melbourne Branch (ABN 17 061 700
712) on behalf of itself and
each Subscriber and Subscriber
Affiliate
	 
	 	 	 	 	 	 	 	 
	Recitals	 	1.	 	 	The Parent, the Initial Borrowers, the Facility Agent and
others executed the Original Document.
	 
	 	 	 	 	 	 	 	 
	 	 	2.	 	 	The parties to this document intend to amend and restate
the Original Document on and from the Effective Date.
	 
	 	 	 	 	 	 	 	 
	Effective Date

(clause 5)	 	The date of this agreement.
	 
	 	 	 	 	 	 	 	 
	Original Document

(clause 5)	 	TLA Senior Funding Agreement dated 16 January 2003 between
Burns, Philp & Company Limited (ABN 65 000 000 359), the
entities listed in Schedule 1 to that document, Credit Suisse
First Boston, Melbourne Branch (ABN 17 061 700 712), BOS
International (Australia) Limited (ABN 23 066 601 250),
Credit Agricole Indosuez Australia Limited (ABN 32 002 540
409), Credit Suisse First Boston, Melbourne Branch (ABN 17
061 700 712) and the financial institutions listed in
schedule 2 to that document as amended and restated on 21
February 2003, 4 March 2003 and 18 August 2003.
	 
	 	 	 	 	 	 	 	 
	Governing law	 	New South Wales.
	 
	 	 	 	 	 	 	 	 
	Date of Amending
Agreement	 	See Signing page







	 	 	 
	© Mallesons Stephen Jaques

	 	Fourth Amendment and Restatement Agreement - TLA Senior Funding Agreement
	

	 	14 October 2004







1









 






Fourth Amendment and Restatement

Agreement – TLA Senior Funding Agreement

General terms



	 	 	 
	1

	 	Amendments
	 
	 	 
	

	 	As and from the Effective Date, the Original Document is amended and
restated as set out in the copy of the Original Document attached as
Annexure A to this agreement.
	 
	 	 
	2

	 	Confirmation and acknowledgement
	 
	 	 
	2.1

	 	Confirmation
	 
	 	 
	

	 	Each party confirms that, other than as provided for in clause 1
(“Amendments”), the Original Document remains in full force and effect.
	 
	 	 
	2.2

	 	Transaction Document
	 
	 	 
	

	 	The parties acknowledge that this agreement is a New Transaction
Document.
	 
	 	 
	3

	 	General
	 
	 	 
	

	 	Clause 16 (“Notices”), clause 17 (“Amendments and Waiver”) and clause 18
(“General”) of the Original Document apply mutatis mutandis to this
agreement as if they were fully set out in this agreement.
	 
	 	 
	4

	 	Governing law
	 
	 	 
	

	 	This agreement is governed by the law in force in the place specified in
the Details and each party submits to the non-exclusive jurisdiction of
the courts of that place.
	 
	 	 
	5

	 	Interpretation
	 
	 	 
	5.1

	 	Definitions
	 
	 	 
	

	 	These meanings apply mutatis mutandis unless the contrary intention

appears:
	 
	 	 
	

	 	Effective Date means the date so described in the “Details” section of
this agreement.
	 
	 	 
	

	 	Original Document means the document so described in the “Details”
section of this agreement.






	 	 	 
	© Mallesons Stephen Jaques

	 	Fourth Amendment and Restatement Agreement - TLA Senior Funding Agreement
	

	 	14 October 2004








2









 






	 	 	 
	5.2

	 	Interpretation
	 
	 	 
	

	 	Terms defined in the Original Document have the same meaning in this
agreement.







EXECUTED as an agreement.






	 	 	 
	© Mallesons Stephen Jaques

	 	Fourth Amendment and Restatement Agreement - TLA Senior Funding Agreement
	

	 	14 October 2004








3









 








Fourth Amendment and Restatement

Agreement – TLA Senior Funding Agreement

Schedule 1  – Initial Borrowers



	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	Name of Borrower
	 	Address
	 	incorporation

	Burns Philp Treasury
(Australia) 
Limited ACN 003
731 986

	 	Level 23

56 Pitt Street

SYDNEY NSW 2000

AUSTRALIA
	 	Australia
	 
	 	 	 	 
	Burns Philp Inc. (Fed
10#22-272392)

	 	c/- The Corporation Trust Company

County of New Castle

1209 Orange Street

WILMINGTON DE 19801

UNITED STATES OF AMERICA
	 	USA
	 
	 	 	 	 
	Burns Philp (New Zealand)
Limited
(AK 112484)

	 	54 Ponsonby Road

AUCKLAND

NEW ZEALAND
	 	New Zealand
	 
	 	 	 	 
	Burns Philp Food Limited

	 	31 Arlie Street

Lasalle

QUEBEC H8R1Z8

CANADA
	 	Canada
	 
	 	 	 	 
	BPC1 Pty Limited

ACN 101 665 918

	 	Level 23

56 Pitt Street

SYDNEY NSW 2000

AUSTRALIA
	 	Australia
	 
	 	 	 	 
	Burns Philp Deutschland GmbH

(Reg No. HRB 65911)

	 	Wandsbeker

Zollstrasse 59

22041 HAMBURG

GERMANY
	 	Germany






	 	 	 
	© Mallesons Stephen Jaques

	 	Fourth Amendment and Restatement Agreement - TLA Senior Funding Agreement
	

	 	14 October 2004








4









 






Signing page




	 	 	 
	DATED: _______________________________2004
	 	 
	 	 	 
	SIGNED for BURNS, PHILP & COMPANY LIMITED under
power of attorney in the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	INITIAL BORROWERS
	 	 
	 
	 	 
	SIGNED for BURNS PHILP
TREASURY (AUSTRALIA) LIMITED
under power of attorney in
the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney






	 	 	 
	© Mallesons Stephen Jaques

	 	Fourth Amendment and Restatement Agreement - TLA Senior Funding Agreement
	

	 	14 October 2004








5









 






	 	 	 
	SIGNED for BURNS PHILP
DEUTSCHLAND GmbH under power
of attorney in the presence
of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for BURNS PHILP INC.
under power of attorney in
the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for BURNS PHILP (NEW
ZEALAND) LIMITED under power
of attorney in the presence
of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney






	 	 	 
	© Mallesons Stephen Jaques

	 	Fourth Amendment and Restatement Agreement - TLA Senior Funding Agreement
	

	 	14 October 2004








6









 






	 	 	 
	SIGNED for BURNS PHILP FOOD
LIMITED under power of
attorney in the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney







	 	 	 
	SIGNED for BPC1 PTY LIMITED
under power of attorney in
the presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	FACILITY AGENT (on behalf of itself
and each Subscriber)

	 
	 	 
	SIGNED for CREDIT SUISSE FIRST BOSTON, MELBOURNE
BRANCH by its authorised signatories in the
presence of:

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney






	 	 	 
	© Mallesons Stephen Jaques

	 	Fourth Amendment and Restatement Agreement - TLA Senior Funding Agreement
	

	 	14 October 2004









7









 




Annexure A



	 	 	 
	© Mallesons Stephen Jaques

	 	Fourth Amendment and Restatement Agreement — TLA Senior Funding Agreement

14 October 2004







8









 






MALLESONS STEPHEN JAQUES




Execution Copy



Fourth Amendment and

Restatement Agreement -

TLA Senior Funding

Agreement


Dated


Burns, Philp & Company Limited (ABN 65 000 000 359)

The entities listed in schedule 1

Credit Suisse First Boston, Melbourne Branch (ABN 17 061 700 712)


Mallesons Stephen Jaques

Level 28

Rialto

525 Collins Street

Melbourne Vic 3000

T +61 3 9643 4000

F +61 3 9643 5999

Email mel@mallesons.com

DX 101 Melbourne

www.mallesons.com

7098274_1






 









 







Fourth Amendment and Restatement

Agreement — TLA Senior Funding Agreement

Contents



	 	 	 	 	 	 	 
	Details	 	 	1	 
	General terms	 	 	2	 
	1

	 	Amendments
	 	 	2	 
	2

	 	Confirmation and acknowledgement
	 	 	2	 
	2.1

	 	Confirmation
	 	 	2	 
	2.2

	 	Transaction Document
	 	 	2	 
	3

	 	General
	 	 	2	 
	4

	 	Governing law
	 	 	2	 
	5

	 	Interpretation
	 	 	2	 
	5.1

	 	Definitions
	 	 	2	 
	5.2

	 	Interpretation
	 	 	3	 
	Schedule 1 - Initial Borrowers	 	 	4	 
	Signing page	 	 	5	 
	Annexure A	 	 	8	 







	 	 	 
	© Mallesons Stephen Jaques

	 	Fourth Amendment and Restatement Agreement — TLA Senior Funding Agreement

14 October 2004












i










 




Fourth Amendment and Restatement

Agreement — TLA Senior Funding Agreement

Details


Interpretation - definitions are at the end of the General Terms



	 	 	 	 	 	 	 	 	 
	Parties	 	Parent, Initial Borrowers, and Facility Agent	 	 
	 
	 	 	 	 	 	 	 	 
	Parent

	 	Name
	 	 	 	Burns, Philp & Company Limited (ABN 65 000 000359)	 	 
	 
	 	 	 	 	 	 	 	 
	Initial Borrowers

	 	Name
	 	 	 	The entities listed in schedule 1	 	 
	 
	 	 	 	 	 	 	 	 
	Facility Agent

	 	Name
	 	 	 	Credit Suisse First Boston,
Melbourne Branch (ABN 17 061 700
712) on behalf of itself and
each Subscriber and Subscriber
Affiliate	 	 
	 
	 	 	 	 	 	 	 	 
	Recitals	 	1.	 	The Parent, the Initial Borrowers, the Facility Agent and
others executed the Original Document.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	2.	 	The parties to this document intend to amend and restate
the Original Document on and from the Effective Date.	 	 
	 
	 	 	 	 	 	 	 	 
	Effective Date

(clause 5)	 	The date of this agreement.
	 
	 	 	 	 	 	 	 	 
	Original Document

(clause 5)	 	TLA Senior Funding Agreement dated 16 January 2003 between
Burns, Philp & Company Limited (ABN 65 000 000 359), the
entities listed in Schedule 1 to that document, Credit Suisse
First Boston, Melbourne Branch (ABN 17 061 700 712), BOS
International (Australia) Limited (ABN 23 066 601 250),
Credit Agricole Indosuez Australia Limited (ABN 32 002 540
409), Credit Suisse First Boston, Melbourne Branch (ABN 17
061 700 712) and the financial institutions listed in
schedule 2 to that document as amended and restated on 21
February 2003, 4 March 2003 and 18 August 2003.
	 
	 	 	 	 	 	 	 	 
	Governing law	 	New South Wales.
	 
	 	 	 	 	 	 	 	 
	Date of Amending
Agreement	 	See Signing page







	 	 	 
	© Mallesons Stephen Jaques

	 	Fourth Amendment and Restatement Agreement — TLA Senior Funding Agreement

10 March 2004







1









 





Fourth Amendment and Restatement

Agreement — TLA Senior Funding Agreement

General terms



	 	 	 
	1

	 	Amendments
	 
	 	 
	

	 	As and from the Effective Date, the Original Document is amended and
restated as set out in the copy of the Original Document attached as
Annexure A to this agreement.
	 
	 	 
	2

	 	Confirmation and acknowledgement
	 
	 	 
	2.1

	 	Confirmation
	 
	 	 
	

	 	Each party confirms that, other than as provided for in clause 1
(“Amendments”), the Original Document remains in full force and effect.
	 
	 	 
	2.2

	 	Transaction Document
	 
	 	 
	

	 	The parties acknowledge that this agreement is a New Transaction
Document.
	 
	 	 
	3

	 	General
	 
	 	 
	

	 	Clause 16 (“Notices”), clause 17 (“Amendments and Waiver”) and clause 18
(“General”) of the Original Document apply mutatis mutandis to this
agreement as if they were fully set out in this agreement.
	 
	 	 
	4

	 	Governing law
	 
	 	 
	

	 	This agreement is governed by the law in force in the place specified in
the Details and each party submits to the non-exclusive jurisdiction of
the courts of that place.
	 
	 	 
	5

	 	Interpretation
	 
	 	 
	5.1

	 	Definitions
	 
	 	 
	

	 	These meanings apply mutatis mutandis unless the contrary intention appears:
	 
	 	 
	

	 	Effective Date means the date so described in the “Details” section of
this agreement.
	 
	 	 
	

	 	Original Document means the document so described in the “Details”
section of this agreement.







	 	 	 
	© Mallesons Stephen Jaques



	 	Fourth Amendment and Restatement Agreement — TLA Senior Funding Agreement 

10 March 2004







2









 






	 	 	 
	5.2

	 	Interpretation
	 
	 	 
	

	 	Terms defined in the Original Document have the same meaning in this
agreement.






EXECUTED as an agreement.



	 	 	 
	© Mallesons Stephen Jaques



	 	Fourth Amendment and Restatement Agreement — TLA Senior Funding Agreement

10 March 2004







3









 





Fourth Amendment and Restatement

Agreement — TLA Senior Funding Agreement

Schedule 1  — Initial Borrowers



	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	Name of Borrower
	 	Address
	 	incorporation

	Burns Philp Treasury

(Australia) Limited ACN 003 731 986

	 	Level 23

56 Pitt Street

SYDNEY NSW 2000

AUSTRALIA
	 	Australia
	 
	 	 	 	 
	Burns Philp Inc. (Fed
10#22-272392)

	 	c/- The Corporation Trust Company

County of New Castle

1209 Orange Street

WILMINGTON DE 19801

UNITED STATES OF AMERICA
	 	USA
	 
	 	 	 	 
	Burns Philp (New Zealand) Limited (AK 112484)

	 	54 Ponsonby Road

AUCKLAND

NEW ZEALAND
	 	New Zealand
	 
	 	 	 	 
	Burns Philp Food Limited

	 	31 Arlie Street

Lasalle

QUEBEC H8R1Z8

CANADA

	 	Canada
	 
	 	 	 	 
	BPC1 Pty Limited

ACN 101 665 918

	 	Level 23

56 Pitt Street

SYDNEY NSW 2000

AUSTRALIA

	 	Australia
	 
	 	 	 	 
	Burns Philp Deutschland GmbH
(Reg No. HRB 65911)

	 	Wandsbeker

Zollstrasse 59

22041 HAMBURG

GERMANY
	 	Germany







	 	 	 
	© Mallesons Stephen Jaques



	 	Fourth Amendment and Restatement Agreement — TLA Senior Funding Agreement

10 March 2004







4









 





Signing page


DATED:                                       2004



	 	 	 
	SIGNED for BURNS, PHILP &
COMPANY LIMITED under power of
attorney in the presence of:

	 	





Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

Date of power of attorney
	 
	 	 
	INITIAL BORROWERS
	 	 
	 
	 	 
	SIGNED for BURNS PHILP
TREASURY (AUSTRALIA) LIMITED
under power of attorney in
the presence of:

	 	





Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

Date of power of attorney







	 	 	 
	© Mallesons Stephen Jaques



	 	Fourth Amendment and Restatement Agreement — TLA Senior Funding Agreement

10 March 2004







5









 







	 	 	 
	SIGNED for BURNS PHILP
DEUTSCHLAND GmbH under power
of attorney in the presence
of: 

	 	





Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

Date of power of attorney
	 
	 	 
	SIGNED for BURNS PHILP INC.
under power of attorney in
the presence of:

	 	





Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	 


Name

	 	



Date of power of attorney
	 
	 	 
	SIGNED for BURNS PHILP (NEW
ZEALAND) LIMITED under power
of attorney in the presence
of:

	 	





Signature of attorney
	 
	 	 
	 

Signature of witness

	 	



Name
	 
	 	 
	

Name

	 	

Date of power of attorney







	 	 	 
	© Mallesons Stephen Jaques



	 	Fourth Amendment and Restatement Agreement — TLA Senior Funding Agreement

10 March 2004







6









 






	 	 	 
	SIGNED for BURNS PHILP FOOD
LIMITED under power of
attorney in the presence of:

	 	





Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

Date of power of attorney
	 
	 	 
	SIGNED for BPC1 PTY LIMITED
under power of attorney in
the presence of:

	 	





Signature of attorney
	 
	 	 
	 


Signature of witness

	 	



Name
	 
	 	 
	

Name

	 	


Date of power of attorney
	 
	 	 
	FACILITY AGENT (on behalf of itself and each Subscriber)
	 
	 	 
	SIGNED for CREDIT SUISSE
FIRST BOSTON, MELBOURNE
BRANCH by its
authorised signatories in the
presence of:

	 	





Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

Date of power of attorney







	 	 	 
	© Mallesons Stephen Jaques



	 	Fourth Amendment and Restatement Agreement — TLA Senior Funding Agreement

10 March 2004







7









 





Annexure A



	 	 	 
	© Mallesons Stephen Jaques



	 	Fourth Amendment and Restatement Agreement — TLA Senior Funding Agreement

10 March 2004







8









 






MALLESONS STEPHEN JAQUES




Execution Copy



Fourth Amendment and

Restatement Agreement — 

TLA Senior Funding

Agreement


Dated


Burns, Philp & Company Limited (ABN 65 000 000 359)

The entities listed in schedule 1

Credit Suisse First Boston, Melbourne Branch (ABN 17 061 700 712)


Mallesons Stephen Jaques

Level 28

Rialto

525 Collins Street

Melbourne Vic 3000

T +61 3 9643 4000

F +61 3 9643 5999

Email mel@mallesons.com

DX 101 Melbourne

www.mallesons.com

7098274_1



 









 







Fourth Amendment and Restatement

Agreement — TLA Senior Funding Agreement

Contents



	 	 	 	 	 	 	 
	Details	 	 	1	 
	General terms	 	 	2	 
	1

	 	Amendments
	 	 	2	 
	2

	 	Confirmation and acknowledgement
	 	 	2	 
	2.1

	 	Confirmation
	 	 	2	 
	2.2

	 	Transaction Document
	 	 	2	 
	3

	 	General
	 	 	2	 
	4

	 	Governing law
	 	 	2	 
	5

	 	Interpretation
	 	 	2	 
	5.1

	 	Definitions
	 	 	2	 
	5.2

	 	Interpretation
	 	 	3	 
	Schedule 1 - Initial Borrowers	 	 	4	 
	Signing page	 	 	5	 
	Annexure A	 	 	8	 







	 	 	 
	© Mallesons Stephen Jaques



	 	Fourth Amendment and Restatement Agreement — TLA Senior Funding Agreement

10 March 2004











i










 





Mallesons Stephen Jaques




                    TLA Senior Funding



                    Agreement



                    Dated 16 January 2003



                    Burns, Philp & Company Limited (ABN 65 000 000 359)
                    The
entities listed in schedule 1
                    Credit
Suisse First Boston, Melbourne Branch (ABN 17 061 700 712)
                    BOS
International (Australia) Limited (ABN 23 066 601 250)
                    Credit
Agricole Indosuez Australia Limited (ABN 32 002 540 409)
                    Credit
Suisse First Boston, Melbourne Branch (ABN 17 061 700 712)
                    The
financial institutions listed in schedule 2



                    Mallesons Stephen Jaques
                    Level
28
                    Rialto
                    525

Collins Street
                    Melbourne
Vic 3000
                    T
+61 3 9643 4000
                    F
+61 3 9643 5999
                    Email
mel@mallesons.com
                    DX
101 Melbourne

                    www.mallesons.com

                    6336410_13



 









 





CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	1.	 	INTERPRETATION	 	 	1	 
	

	 	 	1.1	 	 	Definitions
	 	 	1	 
	

	 	 	1.2	 	 	Rules for interpreting this document, the Facility
Agreements and Debenture Trust Deed
	 	 	34	 
	

	 	 	1.3	 	 	Business Days
	 	 	35	 
	

	 	 	1.4	 	 	Subscriber Affiliates
	 	 	35	 
	

	 	 	1.5	 	 	Rights and obligations of the Subscribers and the Facility Agent
	 	 	36	 
	

	 	 	1.6	 	 	Parent to represent Group Parties
	 	 	37	 
	

	 	 	1.7	 	 	Changes in GAAP
	 	 	37	 
	2.	 	CONDITIONS PRECEDENT TO ALL FACILITIES	 	 	37	 
	

	 	 	2.1	 	 	Conditions precedent
	 	 	37	 
	

	 	 	2.2	 	 	Prepositioning of funds for the first drawdown
	 	 	37	 
	3.	 	PAYMENTS	 	 	38	 
	

	 	 	3.1	 	 	How payments must be made
	 	 	38	 
	

	 	 	3.2	 	 	Facility Agent must distribute receipts
	 	 	38	 
	

	 	 	3.3	 	 	Facility Agent only obliged to distribute actual receipts
	 	 	38	 
	

	 	 	3.4	 	 	Effect of payment to Facility Agent
	 	 	39	 
	

	 	 	3.5	 	 	Application of money
	 	 	39	 
	

	 	 	3.6	 	 	Deductions and withholdings by Group Parties
	 	 	40	 
	

	 	 	3.7	 	 	Deductions and withholdings by or affecting the Facility Agent or a Subscriber	 	 	40	 
	

	 	 	3.8	 	 	Currency of payments
	 	 	41	 
	

	 	 	3.9	 	 	Currency indemnity
	 	 	41	 
	

	 	 	3.10	 	 	Repayment following exchange rate fluctuations
	 	 	41	 
	

	 	 	3.11	 	 	Default interest
	 	 	42	 
	

	 	 	3.12	 	 	Group Parties to notify the Facility Agent of payments
	 	 	43	 
	

	 	 	3.13	 	 	Representation by the Subscribers
	 	 	43	 
	4.	 	REPRESENTATIONS AND WARRANTIES	 	 	43	 
	

	 	 	4.1	 	 	Legal representations and warranties
	 	 	43	 
	

	 	 	4.2	 	 	Additional representations and warranties by the Parent
	 	 	45	 
	

	 	 	4.3	 	 	US specific representations and warranties
	 	 	47	 
	

	 	 	4.4	 	 	Repetition of representations and warranties
	 	 	48	 
	

	 	 	4.5	 	 	Reliance on representations and warranties
	 	 	49	 
	

	 	 	4.6	 	 	No representations to the Group Parties
	 	 	49	 
	

	 	 	4.7	 	 	Acknowledgment of foreign currency risks
	 	 	49	 
	5.	 	UNDERTAKINGS	 	 	49	 
	

	 	 	5.1	 	 	General undertakings
	 	 	49	 
	

	 	 	5.2	 	 	Reports and information
	 	 	52	 
	

	 	 	5.3	 	 	Negative undertakings
	 	 	54	 







 









 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	5.4	 	 	Financial undertakings
	 	 	60	 
	

	 	 	5.5	 	 	Hedging arrangements
	 	 	63	 
	

	 	 	5.6	 	 	New Group Security Providers
	 	 	63	 
	

	 	 	5.7	 	 	Introduction of a new Borrower
	 	 	65	 
	

	 	 	5.8	 	 	Excluded Subsidiaries
	 	 	66	 
	

	 	 	5.9	 	 	Underwriters’ fees
	 	 	67	 
	

	 	 	5.10	 	 	Facility Agent’s fee and expenses
	 	 	67	 
	

	 	 	5.11	 	 	Negotiation of bilateral facilities
	 	 	67	 
	

	 	 	5.12	 	 	Offer Undertakings
	 	 	67	 
	

	 	 	5.13	 	 	Supplemental Securities
	 	 	69	 
	6.	 	DELETED	 	 	70	 
	7.	 	ASSET DISPOSALS AND ACQUISITIONS	 	 	70	 
	

	 	 	7.1	 	 	Permitted asset disposals outside Group Members
	 	 	70	 
	

	 	 	7.2	 	 	Permitted asset disposals to Group Members
	 	 	71	 
	

	 	 	7.3	 	 	Permitted business acquisitions
	 	 	72	 
	

	 	 	7.4	 	 	Investment Account
	 	 	74	 
	

	 	 	7.5	 	 	Application of Repayment Amounts
	 	 	75	 
	8.	 	DEFAULT	 	 	75	 
	

	 	 	8.1	 	 	Events of Default
	 	 	75	 
	

	 	 	8.2	 	 	Consequences of an Event of Default
	 	 	78	 
	

	 	 	8.3	 	 	Review Event
	 	 	79	 
	

	 	 	8.4	 	 	High Yield Note Indenture
	 	 	79	 
	9.	 	INCREASED COSTS AND CHANGE OF LAW	 	 	80	 
	

	 	 	9.1	 	 	Increased costs
	 	 	80	 
	

	 	 	9.2	 	 	Indirect cost, reduction or payment
	 	 	81	 
	

	 	 	9.3	 	 	Notice of change of law
	 	 	81	 
	

	 	 	9.4	 	 	Termination and prepayment after change of law
	 	 	82	 
	10.	 	INDEMNITIES	 	 	82	 
	

	 	 	10.1	 	 	General indemnity
	 	 	82	 
	

	 	 	10.2	 	 	GST
	 	 	83	 
	

	 	 	10.3	 	 	Waiver processing fee
	 	 	84	 
	

	 	 	10.4	 	 	General costs
	 	 	84	 
	11.	 	FACILITY AGENT	 	 	84	 
	

	 	 	11.1	 	 	Appointment of Facility Agent
	 	 	84	 
	

	 	 	11.2	 	 	Nature of relationship
	 	 	85	 
	

	 	 	11.3	 	 	Instructions from Majority of Subscribers
	 	 	85	 
	

	 	 	11.4	 	 	Information to Subscribers
	 	 	86	 
	

	 	 	11.5	 	 	Events of Default
	 	 	86	 
	

	 	 	11.6	 	 	Performance of obligations of Facility Agent
	 	 	86	 
	

	 	 	11.7	 	 	Facility Agent may rely on certain matters
	 	 	87	 







ii









 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	11.8	 	 	Facility Agent may assume certain matters
	 	 	87	 
	

	 	 	11.9	 	 	Offices of Subscribers
	 	 	87	 
	

	 	 	11.10	 	 	Identity of Subscribers
	 	 	87	 
	

	 	 	11.11	 	 	Facility Agent not responsible for monitoring
	 	 	87	 
	

	 	 	11.12	 	 	Disclosure of information concerning the Group
	 	 	88	 
	

	 	 	11.13	 	 	Group not concerned with authority of Facility Agent
	 	 	88	 
	

	 	 	11.14	 	 	Receipts and business activities of Facility Agent
	 	 	88	 
	

	 	 	11.15	 	 	Facility Agent as Subscriber
	 	 	88	 
	

	 	 	11.16	 	 	Protection of Facility Agent
	 	 	89	 
	

	 	 	11.17	 	 	Facility Agent indemnified by Subscribers
	 	 	89	 
	

	 	 	11.18	 	 	Change of Facility Agent
	 	 	90	 
	

	 	 	11.19	 	 	Dealings with Facility Agent
	 	 	91	 
	

	 	 	11.20	 	 	Facility Agent may instruct Security Trustee
	 	 	91	 
	12.	 	REDISTRIBUTION OF PAYMENTS BETWEEN SUBSCRIBERS	 	 	91	 
	

	 	 	12.1	 	 	Notice of direct receipts
	 	 	91	 
	

	 	 	12.2	 	 	Redistribution of excess payments
	 	 	91	 
	

	 	 	12.3	 	 	Reimbursement following clawback
	 	 	91	 
	

	 	 	12.4	 	 	Borrowers remain liable
	 	 	92	 
	

	 	 	12.5	 	 	Failure of all Subscribers to join in litigation
	 	 	92	 
	

	 	 	12.6	 	 	Calculation of foreign currency amounts
	 	 	92	 
	13.	 	ASSIGNMENTS AND SUBSTITUTIONS	 	 	92	 
	

	 	 	13.1	 	 	Assignment by Group Parties
	 	 	92	 
	

	 	 	13.2	 	 	Assignment by Subscriber
	 	 	94	 
	

	 	 	13.3	 	 	Substitution by Subscriber
	 	 	94	 
	

	 	 	13.4	 	 	Procedure for substitution
	 	 	95	 
	

	 	 	13.5	 	 	Consequences of substitution
	 	 	96	 
	

	 	 	13.6	 	 	Subparticipation
	 	 	97	 
	

	 	 	13.7	 	 	No deductions and withholdings or increased costs in certain circumstances	 	 	97	 
	

	 	 	13.8	 	 	Subscriber to bear costs
	 	 	98	 
	

	 	 	13.9	 	 	Reduction of Commitments
	 	 	98	 
	14.	 	FACILITY AGENT TO HOLD DEBENTURE STOCK FOR SUBSCRIBERS AND OTHERS	 	 	98	 
	

	 	 	14.1	 	 	Undertaking to pay Facility Agent
	 	 	98	 
	

	 	 	14.2	 	 	Obligations to rank as Priority 1 Debenture Stockholder’s Debt
	 	 	99	 
	

	 	 	14.3	 	 	Facility Agent to hold payment undertaking and Debenture Stock on trust
	 	 	99	 
	

	 	 	14.4	 	 	Waiver of annual security updates
	 	 	99	 
	15.	 	CONFIDENTIALITY	 	 	99	 
	

	 	 	15.1	 	 	General
	 	 	99	 
	

	 	 	15.2	 	 	Disclosure to assignees or substitutes
	 	 	100	 
	16.	 	NOTICES	 	 	100	 







iii









 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	16.1	 	 	How to give a notice
	 	 	100	 
	

	 	 	16.2	 	 	When a notice is given
	 	 	101	 
	

	 	 	16.3	 	 	Address for notices
	 	 	101	 
	

	 	 	16.4	 	 	Reliance on notices
	 	 	102	 
	17.	 	AMENDMENTS AND WAIVERS	 	 	102	 
	

	 	 	17.1	 	 	Agreement of Facility Agent
	 	 	102	 
	

	 	 	17.2	 	 	Agreement of Majority of Subscribers
	 	 	102	 
	

	 	 	17.3	 	 	Agreement of all Subscribers
	 	 	103	 
	

	 	 	17.4	 	 	Waiver generally
	 	 	103	 
	18.	 	GENERAL	 	 	103	 
	

	 	 	18.1	 	 	Governing law
	 	 	103	 
	

	 	 	18.2	 	 	Waiver of immunity
	 	 	104	 
	

	 	 	18.3	 	 	Waiver of jury trial
	 	 	104	 
	

	 	 	18.4	 	 	Liability for Taxes and expenses
	 	 	104	 
	

	 	 	18.5	 	 	Giving effect to the Transaction Documents
	 	 	105	 
	

	 	 	18.6	 	 	Operation of the Transaction Documents
	 	 	105	 
	

	 	 	18.7	 	 	Operation of indemnities
	 	 	105	 
	

	 	 	18.8	 	 	Consents
	 	 	105	 
	

	 	 	18.9	 	 	Statements by the Facility Agent
	 	 	105	 
	

	 	 	18.10	 	 	Set-off
	 	 	106	 
	

	 	 	18.11	 	 	No merger
	 	 	106	 
	

	 	 	18.12	 	 	Exclusion of contrary legislation
	 	 	106	 
	

	 	 	18.13	 	 	Counterparts
	 	 	106	 
	

	 	 	18.14	 	 	Attorneys
	 	 	106	 
	

	 	 	18.15	 	 	Parties
	 	 	106	 
	Schedules	 	 	 	 	 	 
	1.	 	BORROWERS	 	 	107	 
	2.	 	INITIAL SUBSCRIBERS	 	 	108	 
	2.	 	NEW SUBSCRIBERS	 	 	108	 
	3-1	 	CONDITIONS PRECEDENT	 	 	110	 
	3-2	 	CERTIFICATE	 	 	115	 
	4	 	NEW SECURITY DOCUMENTS	 	 	117	 
	5.	 	EXISTING ENCUMBRANCES	 	 	118	 







iv









 






	 	 	 	 	 	 	 	 	 	 	 
	6.	 	EXISTING JOINT VENTURES	 	 	119	 
	7.	 	EXISTING TREASURY TRANSACTIONS	 	 	120	 
	8.	 	US OBLIGORS	 	 	122	 
	9.	 	NON-CORE ASSETS	 	 	124	 
	10.	 	NOT USED	 	 	125	 
	11.	 	DISCLOSURES FOR THE PURPOSES OF CLAUSES 4.1 AND 4.2	 	 	126	 
	12.	 	SUBSTITUTION CERTIFICATE	 	 	127	 
	14.	 	IA WITHDRAWAL REQUEST	 	 	133	 







v









 






TLA SENIOR FUNDING AGREEMENT




DATE 16 January 2003




PARTIES





	 	 	Burns, Philp & Company Limited ABN 65 000 000 359 (the “Parent”)
	 
	 	 	The entities listed in schedule 1 (each an “Initial Borrower”)
	 
	 	 	Credit Suisse First Boston, Melbourne Branch ABN 17 061 700 712 (the
“Lead Arranger and Underwriter ”)
	 
	 	 	BOS International (Australia) Limited ABN 23 066 601 250 and Credit
Agricole Indosuez Australia Limited ABN 32 002 540 409) (each a “Co-Lead
Arranger and Underwriter”)
	 
	 	 	Credit Suisse First Boston, Melbourne Branch ABN 17 061 700 712 (the
“Facility Agent”)
	 
	 	 	The financial institutions listed in schedule 2 (each an “Initial
Subscriber”)





RECITALS





	A.	 	The Parent and various Subsidiaries have raised financial accommodation
from a range of financiers. That financial accommodation includes the
financial accommodation which is governed by the Existing Senior Loan
Agreements.
	 
	B.	 	BPC1 has made an offer to acquire all of the issued shares in Goodman and
proposes to acquire those shares in accordance with the Bid Documents.
	 
	C.	 	The Subscribers are prepared to subscribe for and pay up any unpaid
amount of Debentures, the proceeds of which are to be applied for an
Eligible Purpose, on the terms set out in this document and the Facility
Agreements.
	 
	D.	 	It is intended that the Securities that have already been granted to the
Security Trustee and the New Security Documents secure amounts owing under
this document and the Facility Agreements.





OPERATIVE PROVISIONS





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The following definitions apply in this document.
	 
	 	 	“Accounts” means, for a period, a profit and loss statement and statement
of cashflows for that period, and a balance sheet as at the end of that
period, together with any notes to them and any statement or report
(including any directors’ declaration and any auditors’ report) that is
required by applicable law to be prepared in relation to them.
	 
	 	 	“Affiliate” means, when used with respect to a specified person, another
person that directly or indirectly through one or more intermediaries
controls, directly or indirectly,




1









 






	 	 	the power to direct or cause the direction of the management or policies
of the person specified, whether through the ownership of voting
securities, by contract or otherwise or is controlled by or is under
common control with the person specified.
	 
	 	 	“Agreed Hedging Program” means the Parent’s interest rate and foreign
exchange risk management program for Group Members as agreed by the
Parent and the Facility Agent (acting on the instructions of a Majority
of Subscribers) from time to time.
	 
	 	 	“Arranger” means each of the Lead Arranger and Underwriter and each
Co-Lead Arranger and Underwriter.
	 
	 	 	“Associate” means:






	 	(a)	 	each Existing Joint Venture; and
	 
	 	(b)	 	any other corporation, partnership, joint venture, trust or
other entity that the Parent is required by GAAP to recognise in its
Accounts on an equity accounting basis.






	 	 	“Associate Limit” means the aggregate of:






	 	(a)	 	AUD40,000,000; and
	 
	 	(b)	 	5% of EBITDA of the Group for the period of 12 months ending
on the most recent 30 June or 31 December.






	 	 	“AUD Bank Bill Rate” means, for a period:






	 	(a)	 	the rate, expressed as a yield per cent per annum (rounded up
(if necessary) to 4 decimal places) that is quoted as the average
bid rate on the Reuters monitor system page “BBSY” (or any page that
replaces that page) at about 10.30 am (Melbourne time) on the first
day of that period, for bank-accepted bills of exchange that have a
tenor equal to (or no more than 2 Business Days shorter or longer
than) that period; or
	 
	 	(b)	 	if no average bid rate is published in accordance with
paragraph (a), the bid rate available to the Facility Agent at about
11.00 am (Melbourne time) on that day, as conclusively determined in
good faith by the Facility Agent, for bank-accepted bills of
exchange that have the tenor described in that paragraph.






	 	 	“AUD Base Rate” means:






	 	(a)	 	for a period for which a rate is normally quoted on the
Reuters monitor system page “BBSY” (or any page that replaces that
page), or for a period that is no more than 2 Business Days shorter
or longer than such a period — the relevant AUD Bank Bill Rate; and
	 
	 	(b)	 	for any other period – the rate that the Facility Agent
calculates by straight-line interpolation in accordance with market
practice.






	 	 	“AUD Cash Rate” means, on any day, the rate quoted on that day as the
official cash rate target shown on the Reuters monitor system page “RBA
27”.




2









 






	 	 	“AUD Equivalent” means:






	 	(a)	 	for an amount denominated in Australian Dollars, that amount; and
	 
	 	(b)	 	for an amount denominated in any other currency on a day, the
amount of Australian Dollars that would purchase that amount in that
currency at the relevant Spot Rate for that day.






	 	 	“AUD Facility Cap” means, on any day:






	 	(a)	 	the sum of the Facility Commitments as at the date of this
document (ie AUD 1,400,000,000);






	 	 	less:






	 	(b)	 	the sum of:






	 	(i)	 	the AUD Equivalent of any repayment that is
made on or before that date under the Term A Facility
Agreement (calculated, for each repayment, at the Spot Rate
that applied on the date of the repayment); and
	 
	 	(ii)	 	the amount (if any) by which the Parent has
reduced the Commitments under clause 8 of the Revolving
Facility Agreement on or before that date.






	 	 	“Australian Dollar” and “AUD” mean the lawful currency of Australia.
	 
	 	 	“Authorisation” means:






	 	(a)	 	an authorisation, permit, licence, consent, declaration,
exemption, notarisation, approval or waiver, however it is
described; and
	 
	 	(b)	 	in relation to anything that will be prohibited or restricted
by law if a Government Agency acts in any way within a specified
period, the expiry of that period without that action being taken,






	 	 	including any renewal or amendment.
	 
	 	 	“Authorised Representative” means:






	 	(a)	 	for an Arranger or a Subscriber:






	 	(i)	 	a company secretary or director, or an
employee whose title includes the word “manager”,
“director” or “President”;
	 
	 	(ii)	 	a person who is acting temporarily in one
of those positions; or
	 
	 	(iii)	 	a person, or a person holding a position,
nominated by it to the Parent and the Facility Agent;




3









 












	 	(b)	 	for the Facility Agent:






	 	(i)	 	a company secretary or director, or an
employee whose title includes the word “manager”,
“director” or “President”;
	 
	 	(ii)	 	a person who is acting temporarily in one
of those positions; or
	 
	 	(iii)	 	a person, or a person holding a position,
nominated by it to the Parent and each Subscriber; and






	 	(c)	 	for a Group Party, a person nominated by the Parent to the
Facility Agent in a notice that is accompanied by, and certifies the
correctness of, a copy of the signature of that person.






	 	 	“Banking Day” means, in relation to a place, a day (other than a
Saturday, Sunday or public holiday) on which banks are open for general
banking business, and for dealings in foreign exchange and foreign
currency deposits, in that place.
	 
	 	 	“Base Rate” means:






	 	(a)	 	for a Funding Portion or other amount denominated in
Australian Dollars, the AUD Base Rate;
	 
	 	(b)	 	for a Funding Portion or other amount denominated in Canadian
Dollars, the CAD Base Rate;
	 
	 	(c)	 	for a Funding Portion or other amount denominated in Euro,
the Euro Base Rate;
	 
	 	(d)	 	for a Funding Portion or other amount denominated in New
Zealand Dollars, the NZD Base Rate; and
	 
	 	(e)	 	for a Funding Portion or other amount denominated in United
States Dollars, the USD Base Rate.






	 	 	“Bid Documents” means the offer document by BPC1, to purchase all the
ordinary shares in Goodman.
	 
	 	 	“Borrower” means an Initial Borrower or a New Borrower.
	 
	 	 	“BPC1” means BPC1 Pty Limited (ABN 45 101 665 918).
	 
	 	 	“BP US” means Burns Philp Inc, a Delaware corporation.
	 
	 	 	“Bridge Facility” means the NZ $250,000,000 unsecured subordinated bridge
facility provided under the Capital Notes Bridge Facility Agreement.
	 
	 	 	“Business Day” means:






	 	(a)	 	for determining when a notice, consent or other communication
is given, a day that is not a Saturday, Sunday or public holiday in
the place to which the notice, consent or other communication is
sent;




4









 






	 	(b)	 	for any other purpose involving Euro (including in relation
to a payment to be made in, or a transaction or calculation
involving, Euro), a day that is a TARGET Business Day;
	 
	 	(c)	 	for any other purpose involving any other currency (including
in relation to a payment to be made in, or a transaction or
calculation involving, that currency), a day (other than a Saturday,
Sunday or public holiday) on which banks and foreign exchange
markets are open for general banking business:






	 	(i)	 	for Australian Dollars, in Sydney and
Melbourne;
	 
	 	(ii)	 	for Canadian Dollars, in Toronto;
	 
	 	(iii)	 	for New Zealand Dollars, in Auckland and Wellington;
	 
	 	(iv)	 	for United States Dollars, in New York and London; and






	 	(d)	 	for any other purpose a day (other than a Saturday, Sunday or
public holiday) on which banks are open for general banking business
in Melbourne and Sydney.






	 	 	“CAD Base Rate” means:






	 	(a)	 	for a period for which a rate is normally quoted on the
Reuters monitor system page “CDOR” (or any page that replaces that
page), or for a period that is no more than 2 Business Days shorter
or longer than such a period — the relevant CDOR; and
	 
	 	(b)	 	for any other period – the rate that the Facility Agent
calculates by straight-line interpolation in accordance with market
practice.






	 	 	“Calculation Date” means each Quarter Date each year commencing on the
first Quarter Date after Goodman becomes a Wholly-Owned Subsidiary of the
Parent for at least one Quarter Period or, if earlier, 30 September 2003.
	 
	 	 	“Canadian Dollar” and “CAD” mean the lawful currency of Canada.
	 
	 	 	“Capex ” means actual expenditure by a Group Member for equipment, fixed
assets, real property or improvements, or for replacements or
substitutions therefore or additions thereto, that would be treated as
capital expenditure by GAAP.
	 
	 	 	“Capital Notes” means the unsecured subordinated capital notes having an
aggregate face value of not more than NZ$300,000,000 to be issued by
Burns Philp Finance New Zealand Limited pursuant to the Capital Notes
Trust Deed or any other unsecured, subordinated debt instrument issued
by a Group Member which ranks in priority after the High Yield Notes and
New High Yield Notes.
	 
	 	 	“Capital Notes Bridge Facility Agreement” means the subordinated bridge
facility agreement dated 16 January 2003 between BPC1, the Parent, the
financiers named therein and the agent named therein.
	 
	 	 	“Capital Notes Trust Deed” means the trust deed referred to in the
summary terms and conditions (attached as schedule 1 to the Capital Notes
Underwriting Agreement).




5









 






	 	 	“Capital Notes Underwriting Agreement” means the agreement dated 12
December 2002 between First NZ Capital Securities (as underwriter,
co-lead manager and organising broker), Burns Philp Finance New Zealand
Limited, the Parent and BPC1 and any other party that accedes to that
agreement as an underwriter or co-lead manager.
	 
	 	 	“Cash Restructuring Costs” means Restructuring Costs expended in cash.
	 
	 	 	“CDOR” means, for a period:






	 	(a)	 	the rate, expressed as a yield per cent per annum (rounded up
(if necessary) to 4 decimal places) that is quoted as the average
buying rate on the Reuters monitor system page “CDOR” (or any page
that replaces that page) at about 10.00 am (Toronto time) on the
first day of that period for banker’s acceptances that have a tenor
equal to (or no more than 2 Business Days shorter or longer than)
that period; or
	 
	 	(b)	 	if no average buying rate is published in accordance with
paragraph (a), the rate available to the Facility Agent at about
10.30 am (Toronto time) on that day, as conclusively determined in
good faith by the Facility Agent, as the buying rate for banker’s
acceptances that have a term equal to (or no more than 2 Business
Days shorter or longer than) the period.






	 	 	“Code” means the United States Internal Revenue Code of 1986, as amended.
	 
	 	 	“Commitment” has the same meaning as in a Facility Agreement.
	 
	 	 	“Consolidated Cash” on any day shall mean the consolidated cash
(including cash held in an Investment Account) on the Parent’s
consolidated balance sheet on such day and held by the Parent or any
Group Member in accounts located in Australia, Canada, The Netherlands,
New Zealand or the United States up to USD50,000,000 in the aggregate.
	 
	 	 	“Control Date” means the date on which individuals appointed or nominated
by the Parent or its Affiliates (other than Goodman and its Affiliates
immediately prior to such date) constitute a majority of the board of
directors of Goodman.
	 
	 	 	“Controller” means, in relation to a person’s property:






	 	(a)	 	a receiver or receiver and manager of that property; or
	 
	 	(b)	 	anyone else who (whether or not as agent for the person) is
in possession, or has control, of that property to enforce an
Encumbrance.






	 	 	“Converting Preference Shares” means the converting preference shares
issued by the Parent prior to the date of this document.
	 
	 	 	“Cost Savings” means:






	 	(a)	 	an initial amount of AUD50,000,000 in respect of the
acquisition of shares in Goodman and an initial amount of
AUD8,000,000 in respect of the acquisition of the Fleischmann
business unit from Kraft Foods International Inc., as each such
amount is reduced on each Calculation Date by the annualised
realised cost savings achieved in the quarter ending on that
Calculation Date from the




6









 






	 	 	 	integration of Goodman and the Fleischmann business unit into the
Group, which realised cost savings and reductions have been
verified by a firm of chartered accountants acceptable to the
Facility Agent (acting reasonably), and a copy of that review has
been delivered to the Facility Agent, provided that:






	 	(i)	 	the amount in respect of the acquisition of shares in Goodman and integration of Goodman into the Group,
shall reduce to zero by the date which is 12 months after
Goodman becomes a Wholly-Owned Subsidiary of the Parent; and
	 
	 	(ii)	 	the amount in respect of the acquisition and
integration of the Fleischmann business unit into the Group,
shall reduce to zero on the date which is 12 months after the
earlier of the date the Parent receives all Brazilian
anti-trust approvals required in relation to the acquisition
of the Fleischmann business unit and 30 June 2003; and






	 	(b)	 	in relation to any acquisition (other than an acquisition
referred to in paragraph (a)), an amount in respect of a cost saving
plan (including the amount, time frame and anticipated milestone
dates for any cost savings) agreed between the Parent and the
Facility Agent (acting reasonably) in relation to that acquisition.






	 	 	“Co-Trustee” means JPMorgan Chase Bank.
	 
	 	 	“Debenture” means a Revolving Debenture, a Term Debenture or both, as the
context requires.
	 
	 	 	“Debenture Trust Deed” means the deed entitled “Deed of Debenture Trust”
to be entered into between, amongst others, the Parent, the entities
listed in schedule 1 to that deed and the party named as security trustee
in that deed.
	 
	 	 	“Debt Service Cover Ratio” means, for a period, the ratio of A:B, where:






	 	 	 	A is EBITDA for that period less the sum of:






	 	(a)	 	Capex during that period; and
	 
	 	(b)	 	Tax paid in respect of that period; and
	 
	 	(c)	 	for any period commencing after 31 December 2002,
net increases in the working capital of the Group in that
period (other than any net increases that arise as a result of
or in connection with the unwind of any debtor securitisation
of Goodman or its Subsidiaries),






	 	 	 	  plus any net decreases in the working capital of the Group in that period.






	 	 	 	B is the sum of:






	 	(a)	 	the principal amount of Funding Portions and Paid
Up Amount of Term Debentures that fall due for payment under
clause 8.3 of the Term A Facility Agreement, the principal
amount of any advances that fall due for payment under section
2.11 of the Term B Facility Agreement and any other scheduled
repayments of principal, or amounts in the nature of principal,
in




7









 






	 	 	 	respect of the Financial Indebtedness of the Group over that
period (excluding any amounts which fall due for payment under
those clauses as a result of the Transactions); and
	 
	 	(b)	 	Net Interest Expense over that period, but
excluding:






	 	(i)	 	interest, the payment of which is
suspended under the Capital Notes Bridge Facility
Agreement or Capital Notes under and in accordance with
clause 5.3(i); and
	 
	 	(ii)	 	capitalised interest,






	 	 	calculated for the Group on a consolidated basis. Solely for the purpose
of determining the Debt Service Cover Ratio for the period of 12 months
ending on the first and second Calculation Dates, the amount of Tax,
principal and Net Interest Expense described above for any such period
shall be deemed to be (a) in respect of the period ended on the first
Calculation Date, the amount of Tax, principal and Net Interest Expense,
respectively, for the six months ended on such date, multiplied by 2, and
(b) in respect of the period ended on the second Calculation Date, the
amount of Tax, principal and Net Interest Expense, respectively, for the
nine months ended on such date, multiplied by 4/3.
	 
	 	 	“Default Interest Period” means, for an unpaid amount, a period of 30
days (or any other period the Facility Agent selects) beginning on the
day on which the amount falls due, or on the last day of another Default
Interest Period for that amount.
	 
	 	 	“Default Margin” means on any day, the amount per cent per annum
determined in accordance with the following table by reference to the
most recent Gearing Ratio as advised under clause 5.2(c):





	 	 	 	 	 
	Gearing Ratio
	 	Applicable Margin

	3.51 times or greater
	 	 	4.50	%
	3.26 times or greater but less than 3.51 times
	 	 	4.25	%
	3.01 times or greater but less than 3.26 times
	 	 	4.00	%
	2.51 times or greater but less than 3.01 times
	 	 	3.75	%
	Less than 2.51 times
	 	 	3.50	%








	 	 	“Default Rate” means, for an unpaid amount over a Default Interest
Period, the rate per cent per annum that is the sum of:






	 	(a)	 	the Base Rate for the Default Interest Period for the
currency in which the amount is denominated; and
	 
	 	(b)	 	the Default Margin on the first day of the Default Interest
Period.




8









 












	 	 	“Drawdown Date” has the same meaning as in a Facility Agreement.
	 
	 	 	“Drawdown Notice” has the same meaning as in a Facility Agreement.
	 
	 	 	“EBIT” means for the Group for a period, an amount equal to the
consolidated net profit after tax of the Group for the period that would
be disclosed by consolidated financial statements of the Group if they
were prepared in accordance with GAAP as at the last day of that period,
after:






	 	(a)	 	deducting an amount equal to:






	 	(i)	 	profits relating to unrealised revaluations
included in consolidated net profit after tax;
	 
	 	(ii)	 	profits realised on the sale or other
disposition of any asset not manufactured or acquired for
disposal in the ordinary course of ordinary business or
unusual in nature; and
	 
	 	(iii)	 	unrealised exchange gains included in
consolidated net profit after tax; and






	 	(b)	 	adding back an amount equal to:






	 	(i)	 	the provision for income tax and other
taxation (if any) levied in Australia or anywhere else on
or by reference to income or profits relating to that
period;
	 
	 	(ii)	 	the Net Interest Expense for that period;
	 
	 	(iii)	 	losses realised on the sale or other
disposition of any asset not manufactured or acquired for
disposal in the ordinary course of ordinary business or
unusual in nature (including as a result of revaluations),
to the extent that those losses have been charged against
that profit;
	 
	 	(iv)	 	unrealised exchange losses relating to that
period;
	 
	 	(v)	 	any Restructuring Costs;
	 
	 	(vi)	 	without double counting, any annualised
realised cost savings relating to that period that have
been reviewed by a firm of chartered accountants acceptable
to the Facility Agent (acting reasonably); and
	 
	 	(vii)	 	outside equity interests of Associates relating to that
period.






	 	 	 	For the purposes of calculating EBIT for any Subsidiary or business
acquired in any period, provided such EBIT has been verified by a
firm of chartered accountants acceptable to the Facility Agent
(acting reasonably) and a copy of that review delivered to the
Facility Agent, EBIT will be adjusted to take into account the
effects of any acquisitions made during the period. The
adjustments will be made on the basis that the acquired Subsidiary
or business had been acquired on




9









 






	 	 	 	the first day of the period and the EBIT for that acquired
Subsidiary or business for the whole of the period was included in
the EBIT of the Group for that Period.






	 	 	“EBITDA” means for the Group for a period, the sum of:






	 	(a)	 	EBIT for the Group for that period; and
	 
	 	(b)	 	depreciation and amortisation on fixed and other assets
(including goodwill) of the Group on a consolidated basis during
that period,






	 	 	that would be disclosed by consolidated financial statements of the Group
if they were prepared in accordance with GAAP as at the last day of that
period.
	 
	 	 	“Eligible Purpose” means each of the following purposes:






	 	(a)	 	to refinance the financial accommodation that is governed by
the Existing Senior Loan Agreements;
	 
	 	(b)	 	to acquire shares or options in Goodman;
	 
	 	(c)	 	to refinance any financial accommodation of Goodman or its
Subsidiaries once Goodman is a Wholly-Owned Subsidiary of the
Parent;
	 
	 	(d)	 	to refinance any financial accommodation of Goodman or its
Subsidiaries once Goodman is a Subsidiary of the Parent but before
Goodman becomes a Wholly-Owned Subsidiary of the Parent, to the
extent such financial accommodation must be refinanced to ensure
that the borrower is not in default of its obligations under the
document governing that financial accommodation or the maturity date
for that financial accommodation has occurred or to ensure that the
Group is not in default of its obligations under any financing
arrangements;
	 
	 	(e)	 	to pay any transaction costs relating to the acquisition of
            shares or options in Goodman, all debt, asset sales and related
transaction costs (including all legal fees, brokerage fees,
accounting fees and other advisory fees);
	 
	 	(f)	 	to fund the working capital requirements of the Group;
	 
	 	(g)	 	to make inter-company loans to Goodman and its Subsidiaries
once Goodman is a Subsidiary of the Parent or to other Group Members
for any of the purposes referred to in paragraphs (e) and (f) above;
	 
	 	(h)	 	to refinance the financial accommodation that is governed by
the TLA Bridge Facility.






	 	 	“Employee Benefit Plan” means any “employee benefit plan” as defined in
section 3(3) of ERISA, or any “plan” as defined in section 4975(e)(1) of
the Code, other than a multiemployer plan within the meaning of section
3(37) of ERISA and which is subject to ERISA or the Code.
	 
	 	 	“Encumbrance” means a mortgage, charge, pledge, lien, hypothecation,
title retention or deferred purchase price arrangement, a right of
set-off or right to withhold payment of a deposit or other money, a
notice under section 255 of the Income Tax Assessment Act 1936




10









 






	 	 	or any similar legislation, or an agreement to create any of them or to
allow any of them to exist.
	 
	 	 	“Environmental Law” means any statute, law or requirement (if the
requirement has the force of law) of a Government Agency:






	 	(a)	 	relating to the storage, handling or transportation of waste,
dangerous goods or hazardous materials;
	 
	 	(b)	 	relating to occupational health and safety; or
	 
	 	(c)	 	which has as one of its purposes or effects the protection of
the environment.






	 	 	“Equity Interests” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests
in a trust or other equity interests in any person, or any obligations
convertible into or exchangeable for, or giving any person a right,
option or warrant to acquire such equity interests or such convertible or
exchangeable obligations.
	 
	 	 	“ERISA” means the United States Employee Retirement Income Security Act
of 1974, as amended.
	 
	 	 	“ERISA Subsidiary” means any person that is a member of a controlled
group of corporations, or of a group of trades or businesses under common
control, within the meaning of section 414(b) or 414(c) of the Code,
which, in either case, includes BP US or the Parent or, solely for
purposes of liability under section 412 of the Code or section 302 of
ERISA, a group of trades or businesses which, together with BP US or the
Parent, as the case may be, is treated as a single employer under section
414(n) or 414(o) of the Code.
	 
	 	 	“Escrow Deed” means the deed to be entered into between, amongst others,
the Parent, the Facility Agent and the party named as security trustee in
that document.
	 
	 	 	“EURIBOR” means, for a period:






	 	(a)	 	the rate determined by the Facility Agent to be the
arithmetic mean, expressed as a percentage per annum (rounded up (if
necessary) to 4 decimal places), of the rates quoted at or about
11.00 am (London time) 2 TARGET Business Days before the first day
of that period, for a period equal or comparable to that period and
for value on the first day of that period, on the Dow Jones Telerate
Services page “248” (or any page that replaces that page); or
	 
	 	(b)	 	where the page referred to in paragraph (a) is not available,
or less than 2 rates are quoted on that page at that time, the rate
determined by the Facility Agent to be the arithmetic mean of the
rates expressed as a percentage per annum (rounded up (if necessary)
to 4 decimal places), at which deposits:






	 	(i)	 	denominated in Euro;
	 
	 	(ii)	 	for the same or a comparable amount;
	 
	 	(iii)	 	for a period equal or comparable to that period; and




11









 






	 	(iv)	 	for value on the first day of that period,






	 	 	 	are offered to the Facility Agent by prime banks, in the interbank
market selected by it, at or about 11.00 am (local time in the
place of that market) 2 TARGET Business Days before the first day
of that period.






	 	 	“Euro” means the lawful currency of the member states of the European
Union that adopted a single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European
Union.
	 
	 	 	“Euro Base Rate” means:






	 	(a)	 	for a period for which a rate is normally quoted on the Dow
Jones Telerate Services page “248” (or any page that replaces that
page), or for a comparable period — the relevant EURIBOR; and
	 
	 	(b)	 	for any other period – the rate that the Facility Agent
calculates by straight-line interpolation in accordance with market
practice.






	 	 	“Event of Default” means an event or circumstance described in clause
8.1.
	 
	 	 	“Excluded Asset” means an asset listed in schedule 9.
	 
	 	 	“Excluded Subsidiary” has the meaning set out in clause 5.8.
	 
	 	 	“Excluded Tax” means a Tax on net income in any jurisdiction, other than:






	 	(a)	 	a Tax that is calculated on or by reference to the gross
amount of any payment derived by a party under a Transaction
Document or the transactions that a Transaction Document
contemplates (unless the Tax is imposed because the party has not
given its tax file number to the person who made the payment or
because the party has not complied with an applicable certification,
information, documentation or other reporting requirement under
applicable law); or
	 
	 	(b)	 	a Tax that is imposed because a party is regarded as being
subject to tax in a jurisdiction solely because it is a party to a
Transaction Document or solely because it is participating in the
transactions that a Transaction Document contemplates (or both).






	 	 	“Existing Encumbrance” means an Encumbrance described in schedule 5.
	 
	 	 	“Existing Joint Venture” means a joint venture described in schedule 6
and in the Group Structure Chart.
	 
	 	 	“Existing Senior Loan Agreement” means:






	 	(a)	 	the senior funding agreement dated 2 August 2001 made between
the Parent, the entities listed in schedule 1 to that agreement,
Credit Suisse First Boston, Melbourne Branch, The Toronto-Dominion
Bank and the financial institutions listed in schedule 2 to that
agreement, as amended;




12









 






	 	(b)	 	the term loan facility agreement dated 2 August 2001 made
between the Parent, the entities listed in schedule 1 to that
agreement, Credit Suisse First Boston, Melbourne Branch and the
financial institutions listed in schedule 2 to that agreement; and
	 
	 	(c)	 	the revolving loan facility agreement dated 2 August 2001
made between the Parent, the entities listed in schedule 1 to that
agreement, Credit Suisse First Boston, Melbourne Branch and the
financial institutions listed in schedule 2 to that agreement.






	 	 	“Existing Treasury Transaction” means a Treasury Transaction that a Group
Member is a party to as at the date of this document, as described in
schedule 7.
	 
	 	 	“Face Value Amount” has the same meaning as in a Facility Agreement.
	 
	 	 	“Facility” has the same meaning as in a Facility Agreement.
	 
	 	 	“Facility Agreement” means each of the Term A Facility Agreement and the
Revolving Facility Agreement.
	 
	 	 	“Facility Commitment” has the same meaning as in a Facility Agreement.
	 
	 	 	“Financial Indebtedness” means an obligation (whether present or future,
actual or contingent) to pay or deliver any money or commodity under or
in respect of any financial accommodation including under or in respect
of any:






	 	(a)	 	money borrowed or raised;
	 
	 	(b)	 	redeemable or repurchaseable share or stock;
	 
	 	(c)	 	bill of exchange, promissory note or other financial
instrument (whether or not transferable or negotiable);
	 
	 	(d)	 	put option or buyback or discounting arrangement in respect
of any property;
	 
	 	(e)	 	lease, licence or other arrangement in respect of any
property entered into primarily to raise finance or to finance the
acquisition of that property (other than a lease, licence or
arrangement which may be accounted for as an operating lease under
applicable generally accepted accounting principles);
	 
	 	(f)	 	hire purchase arrangement in respect of any property;
	 
	 	(g)	 	deferral of a payment obligation for any property or service
entered into in the ordinary course of ordinary business, where the
payment obligation is deferred for more than 180 days and the
deferral of the payment obligation is structured to achieve the same
or similar commercial effect to financial accommodation by way of
money borrowed or raised;
	 
	 	(h)	 	interest or currency swap or hedge arrangement, financial
option, futures contract or analogous transaction that is structured
to achieve the same or a similar commercial effect to financial
accommodation by way of money borrowed or raised; or




13









 






	 	(i)	 	arrangement which achieves the same or a similar commercial
effect as or to any of the above,






	 	 	and any Guarantee of Financial Indebtedness of another person.
	 
	 	 	“Financial Quarter” means a period of 3 calendar months ending on a 30
September, 31 December or 31 March.
	 
	 	 	“Financial Year” means a period of 12 calendar months ending on a 30
June.
	 
	 	 	“Foreign Pension Plan” means any plan, fund (including any superannuation
fund) or other similar program established or maintained outside the
United States of America by the Parent or any Subsidiary primarily for
the benefit of employees residing outside the United States of America of
the Parent or any Subsidiary which plan, fund or other similar program
provides for retirement income for such employees in contemplation of
retirement or provides for payments to be made to such employees upon
termination of employment, and which plan is not subject to ERISA or the
Code.
	 
	 	 	“Free Cash Flow” means, for a period, the sum (excluding double counting)
of:






	 	(a)	 	for the Group:






	 	(i)	 	the sum of:






	 	(A)	 	EBIT for the Group for the period;
	 
	 	(B)	 	the aggregate of depreciation and
amortisation for the Group in respect of intangible
assets, prepaid slotting fees, tangible fixed assets,
real property and plant and equipment for the period;
	 
	 	(C)	 	an amount equal to the net proceeds
of sale or other disposal actually received by the Group
of any fixed assets or businesses sold during the period
where the net proceeds of sale or disposal were not paid
into an Investment Account or applied in prepayment of
outstanding Funding Portions to reduce the Paid Up
Amount of Term Debentures under clause 8.2(a) of the
Term A Facility Agreement or prepayment of outstanding
advances under section 2.13 of the Term B Facility
Agreement (excluding assets disposed of in accordance
with clauses 7.1(c) or 7.2); or
	 
	 	(D)	 	any decrease in working capital of
the Group in the period as disclosed in the most recent
consolidated statement of cashflows of the Group has
changes in trade debtors, inventories and trade
creditors; and
	 
	 	(E)	 	without double counting, cash
receipts that the Group received over the period in
respect of unusual items and extraordinary items as
reported in the Accounts,






	 	 	 	less






	 	(ii)	 	the sum of:




14









 












	 	(A)	 	equity accounted EBIT for the Group
for the period in connection with Associates;
	 
	 	(B)	 	profit or loss on the sale of
non-current assets (as shown on the balance sheet
forming part of the consolidated Accounts of the Group
over the period);
	 
	 	(C)	 	amounts that the Group paid over the
period for increases in share capital of Majority-Owned
Subsidiaries and Associates;
	 
	 	(D)	 	Net Interest Expense for the Group
for the period (including, without limitation, in
respect of the Bridge Facility and the Capital Notes but
excluding interest, the payment of which is suspended
under the Bridge Facility or Capital Notes under and in
accordance with clause 5.3(i));
	 
	 	(E)	 	prepaid slotting payments paid by the
Group over the period;
	 
	 	(F)	 	tax expenses that the Group accrued
over the period;
	 
	 	(G)	 	an amount equal to all Capex that the
Group actually expended over the period;
	 
	 	(H)	 	without double counting, cash
expenditure that the Group incurred over the period in
respect of unusual items and extraordinary items as
reported in the Accounts;
	 
	 	(I)	 	amounts that the Group transferred
over the period to Associates for capital expenditure or
other set up costs;
	 
	 	(J)	 	(1) any voluntary repayment over the
period of Funding Portions by a reduction in the Paid Up
Amount of the Term Debentures under the Term A Facility
Agreement, or any voluntary repayment over the period of
advances under section 2.12 of the Term B Facility
Agreement;
	 
	 	 	 	(2) any mandatory repayment
over the period of Funding Portions by a reduction
in the Paid Up Amount of the Term Debentures under
the Term A Facility Agreement, or any mandatory
repayment over the period of advances under
section 2.13 of the Term B Facility Agreement;
	 
	 	(K)	 	any dividends paid over the period on
the Converting Preference Shares (up to conversion);
	 
	 	(L)	 	any Cash Restructuring Costs;
	 
	 	(M)	 	any increase in working capital of
the Group in the period as disclosed in the most recent
consolidated cashflows of the Group as changes in trade
debtors, inventories and trade creditors;




15









 






	 	(N)	 	establishment and up front fees
payable to financiers that are incurred in connection
with the Transactions up to a maximum amount of
AUD20,000,000 and any other fees incurred in connection
with the Transactions (including, without limitation,
legal fees, accounting fees and other advisory fees);
	 
	 	(O)	 	any costs, fees and expenses incurred
by Goodman and its Subsidiaries and payable by the Group
incurred in connection with Goodman’s defence of the
Offer or any Options Offer;
	 
	 	(P)	 	the amount paid in cash equal to the
net payments for the purchase or acquisition of a
business by any Group Member, whether by way of
acquisition of shares or net assets, to the extent that
it is funded from existing cash resources of the Group
(excluding cash proceeds raised in connection with such
purchase or acquisition); and
	 
	 	(Q)	 	any annualised unrealised cost
savings relating to that period (to the extent included
in EBIT) that have been verified by a firm of chartered
accountants acceptable to the Facility Agent (acting
reasonably),






	 	(b)	 	the greater of:






	 	(i)	 	50% of the Group’s share (determined by reference
to its proportionate ownership interest in the Associate) of
the net profit after tax of each Associate for the period,
determined in accordance with GAAP; and
	 
	 	(ii)	 	the amount of dividends or cash distributions
that Associates actually pay to Group Members over the period
(after allowing for amounts that have been taken into account
under paragraph (b)(i) in previous periods).






	 	 	“Funding Portion” has the same meaning as in a Facility Agreement.
	 
	 	 	“GAAP” means generally accepted accounting principles in Australia,
consistently applied.
	 
	 	 	“Gearing Ratio” means, for a period, the ratio of Net Total Debt of the
Group (excluding the principal amount of the Bridge Facility and the
Capital Notes) on the last day of that period to LTM EBITDA of the Group
for that period.
	 
	 	 	“Gelatin Disposal” means the disposal by the Parent, Goodman or its
Subsidiaries of the remaining Leiner Davis Gelatin business and the joint
venture interest in the Ecuadorian gelatin business of Goodman.
	 
	 	 	“GF Program Receivables” means all trade or debtor receivables and
related contract rights originated and owned by Goodman or any of its
Subsidiaries and sold pursuant to the GMF Securitisation Facility.
	 
	 	 	“GMF Notes” means the USD200,000,000 principal amount of guaranteed
senior notes issued by a Subsidiary of Goodman and due in 2011.




16









 






	 	 	“GMF Securitisation Facility” means the facility for the sale of, or
transfer of interests in, GF Program Receivables to which Goodman and one
or more of its Subsidiaries are a party as at the date of this document.
	 
	 	 	“Goodman” means Goodman Fielder Limited (ABN 44 000 003 958).
	 
	 	 	“Government Agency” means:






	 	(a)	 	a government or government department or other body;
	 
	 	(b)	 	a governmental, semi-governmental or judicial person; or
	 
	 	(c)	 	a person (whether autonomous or not) who is charged with the
administration of a law under statute or the rules of any stock
exchange.






	 	 	“Group” means the Parent, the Subsidiaries and the Associates from time
to time.
	 
	 	 	“Group Member” means the Parent and any Subsidiary from time to time.
	 
	 	 	“Group Party” means a Group Member that is a party to a Transaction
Document.
	 
	 	 	“Group Security Provider” means a Group Member that is a grantor of a
Security.
	 
	 	 	“Group Structure Chart” means the document in the agreed form comprising
a chart and any attached supplementary information that shows the
structure of the Group and incorporates a list of the Group Members and
other details relating to them.
	 
	 	 	“Guarantee” means a guarantee, indemnity, letter of credit, performance
bond, acceptance or endorsement, or other undertaking or obligation:






	 	(a)	 	to provide funds (including by the purchase of property), or
otherwise to make property available, in or to enable payment or
discharge of;
	 
	 	(b)	 	to indemnify against the consequences of default in the
payment of; or
	 
	 	(c)	 	otherwise to be responsible for,






	 	 	an obligation (whether or not it involves the payment of money), or
otherwise to be responsible for the solvency or financial condition, of
any other person.
	 
	 	 	“High Yield Note Indenture” means the indenture dated as of June 21,
2002, among Burns Philp Capital Pty Limited, the Parent, the subsidiary
guarantors (as defined therein) from time to time and The Bank of New
York.
	 
	 	 	“High Yield Notes” means the 93/4% senior subordinated notes due 15
July 2012 issued by Burns Philp Capital Pty Limited pursuant to the High
Yield Note Indenture, any additional notes (Additional Notes) issued
under such High Yield Note Indenture from time to time and any other
notes or other debt instruments issued from time to time which rank pari
passu with such High Yield Notes or Additional Notes (including, without
limitation, the New High Yield Notes).
	 
	 	 	“IA Withdrawal Request” means a notice in substantially the form set out
in schedule 14.




17









 






	 	 	“Insolvency Event” means, in respect of a person:






	 	(a)	 	an order being made, or the person passing a resolution, for
its winding up, dissolution or deregistration;
	 
	 	(b)	 	an application being made to a court for an order for
protection from creditors or for its reorganisation, winding up,
dissolution or deregistration, unless the application is withdrawn
or dismissed within 5 Business Days;
	 
	 	(c)	 	an administrator or analogous person being appointed to the
person;
	 
	 	(d)	 	(i) the person resolving to appoint a Controller or analogous
person to the person or any of the person’s property;






	 	(ii)	 	an application being made to a court for an order
to appoint a Controller, provisional liquidator, trustee for
creditors or in bankruptcy or analogous person to the person
or any of the person’s property, unless the application is
withdrawn or dismissed within 5 Business Days; or
	 
	 	(iii)	 	an appointment of the kind referred to in
subparagraph (ii) being made (whether or not following a
resolution or application);






	 	(e)	 	the holder of a Security Interest taking possession of any of
the person’s property;
	 
	 	(f)	 	the person being taken under section 459F(1) of the
Corporations Act 2001 to have failed to comply with a statutory
demand;
	 
	 	(g)	 	the person:






	 	(i)	 	suspending payment of its debts, ceasing (or
threatening to cease) to carry on all or a material part of
its business, stating that it is unable to pay its debts or
being or becoming otherwise insolvent; or
	 
	 	(ii)	 	being taken by applicable law to be (or if a
court would be entitled or required to presume that the person
is) unable to pay its debts or otherwise insolvent;






	 	(h)	 	the process of any court or authority being invoked against
the person or any of its property to enforce any judgment or order
for the payment of money or the recovery of any property, unless the
person is able, within 5 Business Days, to satisfy the Facility
Agent that there is no substantial basis for the judgment or order
in respect of which the process was invoked;
	 
	 	(i)	 	the person taking any step that could result in the person
becoming an insolvent under administration (as defined in section 9
of the Corporations Act 2001);
	 
	 	(j)	 	the person taking any step toward entering into a compromise
or arrangement with, or assignment for the benefit of, any of its
members or creditors; or
	 
	 	(k)	 	any analogous event in any relevant jurisdiction,




18









 












	 	 	unless this takes place as part of a solvent reconstruction,
amalgamation, merger or consolidation that has been approved by the
Facility Agent.
	 
	 	 	“Intercreditor Agreement” means the agreement to be entered into between,
amongst others, the Facility Agent, the party named as Administrative
Agent under the Term B Facility Agreement and the party named as Facility
Agent under the TLA Bridge Senior Funding Agreement, Rabo Australia
Limited, HSBC Bank Australia Limited and the Security Trustee.
	 
	 	 	“Interest Cover Ratio” means, for a period, the ratio of EBITDA for the
Group for the period to Net Interest Expense for the Group for the
period.
	 
	 	 	“Interest Payment Date” has the same meaning as in a Facility Agreement.
	 
	 	 	“Interest Period” has the same meaning as in a Facility Agreement.
	 
	 	 	“Interest Suspension Financial Covenants” means:






	 	(a)	 	the Gearing Ratio for each period of 12 months that ends on a
Calculation Date that occurs in a period set out in the following
table must not be more than the amount set out in the following
table opposite that period:





	 	 	 
	 	 	Maximum permitted
	Period
	 	Gearing Ratio

	To 30 June 2003
	 	4.80 times
	1 July 2003 to 31 December 2003
	 	4.80 times
	1 January 2004 to 30 June 2004
	 	4.65 times
	1 July 2004 to 31 December 2004
	 	4.15 times
	1 January 2005 to 30 June 2005
	 	3.90 times
	1 July 2005 to 31 December 2005
	 	3.65 times
	1 January 2006 to 30 June 2006
	 	3.40 times
	After 1 July 2006
	 	3.15 times








	 	(b)	 	the Interest Cover Ratio for each period of 12 months that
ends on a Calculation Date that occurs in a period set out in the
following table must not be less than the amount set out in the
following table opposite that period:




19









 











	 	 	 
	 	 	Minimum permitted Interest
	Period
	 	Cover Ratio

	To 30 June 2003
	 	2.20 times
	1 July 2003 to 31 December 2003
	 	2.20 times
	1 January 2004 to 30 June 2004
	 	2.35 times
	1 July 2004 to 31 December 2004
	 	2.60 times
	1 January 2005 to 30 June 2005
	 	2.60 times
	1 July 2005 to 31 December 2005
	 	2.85 times
	1 January 2006 to 30 June 2006
	 	2.85 times
	After 1 July 2006
	 	3.10 times








	 	(c)	 	the Debt Service Cover Ratio for each period of 12 months
that ends on a Calculation Date that occurs in a period set out in
the following table must not be less than the amount set out in the
following table opposite that period:




20









 











	 	 	 
	 	 	Minimum permitted Debt
	Period
	 	Service Cover Ratio

	To 30 June 2003
	 	1.10 times
	1 July 2003 to 31 December 2003
	 	1.10 times
	1 January 2004 to 30 June 2004
	 	1.10 times
	1 July 2004 to 31 December 2004
	 	1.10 times
	1 January 2005 to 30 June 2005
	 	1.20 times
	1 July 2005 to 31 December 2005
	 	1.20 times
	1 January 2006 to 30 June 2006
	 	1.20 times
	After 1 July 2006
	 	1.20 times








	 	 	“Investment Account” means an account referred to in clause 7.4(a).
	 
	 	 	“Lender” means each lender under and as defined in the Term B Facility
Agreement from time to time.
	 
	 	 	“Lending Office” means, for a Subscriber (or its Subscriber Affiliate) in
relation to a Borrower and a Facility, the lending office specified as
such in the relevant Facility Agreement or in a valid notice of
assignment or Substitution Certificate, or any other office in the same
jurisdiction as the original Lending Office or in any office of the same
jurisdiction as the relevant Borrower that the Subscriber may notify to
the Parent and the Facility Agent.
	 
	 	 	“Liquidation” means liquidation, winding up, merger, deregistration,
dissolution or amalgamation or other analogous procedure under any
relevant law applicable to corporate reorganisation that results in the
affected entity ceasing to exist.
	 
	 	 	“LTM EBITDA” means, for a period, the aggregate of EBITDA for that period
plus Cost Savings for that period.
	 
	 	 	“Majority of Subscribers” means:






	 	(a)	 	if a Debenture is outstanding and not redeemed, one or more
Subscribers whose aggregate Paid Up Amount of all Debentures
recorded in a Register as being held




21









 






	 	 	 	by them equals or exceeds two-thirds of the total Paid Up Amount of
all outstanding Debentures;
	 
	 	(b)	 	if no Debenture is outstanding and paragraph (c) does not
apply, one or more Subscribers whose aggregate Commitments equal or
exceed two-thirds of the Total Commitment; or
	 
	 	(c)	 	if no Debenture is outstanding and the Commitments have been
reduced to zero, one or more Subscribers whose aggregate Paid Up
Amount of all Debentures recorded in a Register as being held by
them immediately before they were repaid or redeemed in full
equalled or exceeded two-thirds of the total Paid Up Amount of all
outstanding Debentures at that time,






	 	 	(calculated, in the case of any part of the Paid Up Amount of a Debenture
that is not denominated in Australian Dollars, by reference to the AUD
Equivalent of the outstanding amount using the relevant Spot Rate for the
Drawdown Date, Rollover Date or Switch Date for the relevant Funding
Portions), whether or not a majority of Subscribers by number.
	 
	 	 	“Majority-Owned Subsidiary” means a Subsidiary that is not a Wholly-Owned
Subsidiary.
	 
	 	 	“Master Debenture” has the meaning given to it in the Debenture Trust
Deed.
	 
	 	 	“Material Adverse Effect” means a material adverse effect in the
reasonable opinion of the Majority of Subscribers on:






	 	(a)	 	the business, property or financial condition of the Group
(taken as a whole); or
	 
	 	(b)	 	the ability of any Group Member to perform any of its
obligations under the Transaction Documents.






	 	 	“Maturity Date” means, for a Funding Portion under the Revolving Facility
Agreement, the last day of the scheduled term of that Funding Portion.
	 
	 	 	“Net Disposal Proceeds” means the aggregate of the proceeds received by a
Group Member from any person as part of, or in connection with, the
disposal of property of a Group Member, including (without double
counting) any amount by which any of those proceeds are used to reduce or
discharge any loan made by a Group Member to another Group Member less:






	 	(a)	 	direct costs relating to the relevant disposal (including
filing and registration fees, investment banking fees, brokers fees,
sales commissions or severance payments, adjustments to pension,
insurance, superannuation or similar arrangements (in each case
properly incurred on an arm’s length basis) and properly incurred
legal, accounting and other professional advisers’ fees);
	 
	 	(b)	 	taxes paid or reasonably estimated to be payable as a result
thereof (after taking into account any available tax credits or
deductions relating to the disposal in question); and




22









 






	 	(c)	 	any amount required to repay or discharge any Financial
Indebtedness of the Group Member which is, or whose assets are,
being disposed of, where such repayment or discharge is not
otherwise prohibited by the terms of this document.






	 	 	“Net Interest Expense” means, for the Group for a period, Total Interest
Expense for the Group for that period less interest income of the Group
over that period, calculated on a consolidated basis in accordance with
GAAP.
	 
	 	 	“Net Priority 1 Debt” means, on any day:






	 	(a)	 	the Priority 1 Debt on that day;






	 	 	less






	 	(b)	 	the amount of cash held on that day by:






	 	(i)	 	the Parent; or
	 
	 	(ii)	 	any other Group Member, to the extent that
there is no legal, contractual or other restriction on the
ability of the Parent to readily procure that the cash is
transferred to the Parent or a Group Security Provider in
such a way that the cash would (if so transferred) be
subject to a Security,






	 	 	 	other than cash held in an Investment Account.






	 	 	“Net Senior Debt” means, on any day, Net Total Debt less any component of
Net Total Debt which is subordinated to the liabilities owed to the
Subscribers under the Transaction Documents.
	 
	 	 	“Net Total Debt” means, on any day, the Total Debt on that day less the
sum of Consolidated Cash on that day, to the extent that there is no
legal, contractual or other restriction on the ability of the Parent to
readily procure that the cash is transferred to the Parent or a Group
Security Provider in such a way that the cash would (if so transferred)
be subject to a Security.
	 
	 	 	“New Borrower” means a Group Member that becomes a Borrower under clause
5.7.
	 
	 	 	“New High Yield Notes” means the 10.75% senior subordinated notes due
2011 issued by Burns Philp Capital Pty Limited and Burns Philp Capital
(U.S.) Inc pursuant to the New High Yield Notes Indenture.
	 
	 	 	“New High Yield Notes Indenture” means the indenture under which the New
High Yield Notes are issued and all other instruments, agreements and
other documents evidencing or governing the New High Yield Notes or
providing for any Guarantee or other right in respect thereof.
	 
	 	 	“New Security Document” means each document listed in schedule 4.
	 
	 	 	“New Subscriber” means a financial institution that becomes a Subscriber
under clause 13.4.




23









 






	 	 	“New Transaction Document” means:






	 	(a)	 	this document;
	 
	 	(b)	 	each Facility Agreement;
	 
	 	(c)	 	the Debenture Trust Deed;
	 
	 	(d)	 	each Master Debenture;
	 
	 	(e)	 	the letter agreement referred to in clause 5.10;
	 
	 	(f)	 	each New Security Document;
	 
	 	(g)	 	the Security Trustee Agreement;
	 
	 	(h)	 	the Escrow Deed;
	 
	 	(i)	 	the Intercreditor Agreement;
	 
	 	(j)	 	any other document which the Parent and the Facility Agent
agree in writing to be a New Transaction Document; and
	 
	 	(k)	 	any other document that amends, supplements, replaces or
novates any of the above.






	 	 	“New Zealand Dollar” and “NZD” means the lawful currency of New Zealand.
	 
	 	 	“NZD Bank Bill Rate” means, for a period:






	 	(a)	 	the rate, expressed as a yield per cent per annum (rounded up
(if necessary) to 4 decimal places) that is quoted as the average
bid rate on the Reuters monitor system page “BKBM” (or any page that
replaces that page) at about 10.45 am (Auckland time) on the first
day of that period for bills of exchange accepted by a New Zealand
bank that have a term that is equal to (or no more than 2 Business
Days shorter or longer than) that period; or
	 
	 	(b)	 	if no average bid rate is published in accordance with
paragraph (a), the bid rate available to the Facility Agent at about
11.00 am (Auckland time) on that day, as conclusively determined in
good faith by the Facility Agent, for bills of exchange accepted by
a New Zealand bank that have the tenor described in that paragraph.






	 	 	“NZD Base Rate” means:






	 	(a)	 	for a period for which a rate is normally quoted on the
Reuters monitor system page “BKBM” (or any page that replaces that
page), or for a period that is no more than 2 Business Days shorter
or longer than such a period — the relevant NZD Bank Bill Rate; and
	 
	 	(b)	 	for any other period – the rate that the Facility Agent
calculates by straight-line interpolation in accordance with market
practice.




24









 












	 	 	“Offer” means the offer made by BPC1 for the ordinary shares in Goodman.
	 
	 	 	“Options Offer” means any offer which may be made by BPC1 to acquire or
procure the cancellation of all share options in Goodman.
	 
	 	 	“Paid Up Amount” has the same meaning as in a Facility Agreement.
	 
	 	 	“Permitted Encumbrance” means:






	 	(a)	 	an Encumbrance (if any) created under a Transaction Document;
	 
	 	(b)	 	an Existing Encumbrance, where the amount secured does not
increase, and the time for payment of that amount is not extended,
beyond the amount and time identified in schedule 5;
	 
	 	(c)	 	a lien that arises by operation of law in the ordinary course
of the ordinary business of the Group, where the amount secured is
not overdue or is being diligently contested in good faith;
	 
	 	(d)	 	a set-off arrangement entered into as part of normal banking
arrangements or in the ordinary course of day-to-day trading or
arising by operation of law;
	 
	 	(e)	 	an intra-Group cross-guarantee arrangement entered into in
order to obtain class order relief from the Australian Securities
and Investments Commission;
	 
	 	(f)	 	a title retention arrangement entered into with a supplier in
the ordinary course of ordinary business;
	 
	 	(g)	 	a deferred payment obligation for any property or service
entered into in the ordinary course of ordinary business, where the
payment obligation is deferred for not more than 180 days and the
deferral of the payment obligation is structured to achieve the same
or a similar commercial effect to financial accommodation by way of
money borrowed or raised;
	 
	 	(h)	 	an Encumbrance given by a Group Member in favour of:






	 	(i)	 	the Parent;
	 
	 	(ii)	 	a Wholly-Owned Subsidiary; or
	 
	 	(iii)	 	a Majority-Owned Subsidiary in which the
Parent has an effective proportionate ownership interest
that is at least as great as its effective proportionate
ownership interest in the Group Member that gives the
Encumbrance;






	 	(i)	 	an Encumbrance that is permitted under clause 5.3(b);
	 
	 	(j)	 	an Encumbrance on GF Program Receivables; and
	 
	 	(k)	 	any other Encumbrance that the Facility Agent (acting on the
instructions of a Majority of Subscribers) approves before it
arises, where the amount secured does




25









 






	 	 	 	not increase, and the time for payment of that amount is not
extended beyond the amount and time approved.






	 	 	“Potential Event of Default” means an event or circumstance which, with
the passage of time or the giving of notice or both, would become an
Event of Default.
	 
	 	 	“Priority 1 Beneficiary’s Debt” has the meaning given to it in the
Debenture Trust Deed.
	 
	 	 	“Priority 1 Debt” has the same meaning as Priority 1 Debenture
Stockholders’ Debt in the Security Trust Deed.
	 
	 	 	“Quarter Date” means each 31 March, 30 June, 30 September and 31
December.
	 
	 	 	“Quarter Period” means a period from a Quarter Date, and ending on the
next Quarter Date.
	 
	 	 	“Register” has the same meaning as in a Facility Agreement.
	 
	 	 	“Regulatory Change” means:






	 	(a)	 	the introduction of, or a change in, an applicable law or
regulatory requirement or in its interpretation or administration by
a Government Agency; or
	 
	 	(b)	 	compliance by a Subscriber or any related body corporate of a
Subscriber with an applicable direction, request or requirement
(whether existing or future) of a Government Agency, and whether or
not it has the force of law (except that, if it does not have the
force of law, it must be one with which responsible banks or
financial institutions would comply).






	 	 	“Relevant Jurisdictions” means, in respect of any person, the
jurisdiction of the country (and, in the case of the United States,
Australia and any other federation, the state, province, canton,
territory or similar political subdivision) in which such person is
incorporated and, if different, where it has its principal place of
business or where it conducts a significant portion of its business.
	 
	 	 	“Repayment Amount” means an amount that has become a Repayment Amount
under clause 7.1(b), pending application under clause 7.5.
	 
	 	 	“Restructuring Costs” means, in respect of any period, non-recurring
costs and expenses incurred by the Group during that period in relation
to restructuring (including, for the avoidance of doubt, all costs and
expenses relating to redundancy, closure and make good costs, asset
relocation costs not capable of capitalisation, consultant fees and asset
write downs), provided that such costs have been verified by a firm of
chartered accountants acceptable to the Facility Agent (acting
reasonably) and a copy of that review has been delivered to the Facility
Agent.
	 
	 	 	“Retiring Subscriber” means a Subscriber that arranges a substitution
under clause 13 in respect of all or part of its Commitments.
	 
	 	 	“Review Event” has the meaning given to it in clause 8.3(a).
	 
	 	 	“Revolving Debenture” has the same meaning as in the Debenture Trust
Deed.




26









 






	 	 	“Revolving Facility Agreement” means the Revolving Facility Agreement
dated on or about the date of this document between the Parent, each
Borrower, the Facility Agent and certain of the Subscribers.
	 
	 	 	“Rollover Date” has the same meaning as in the Revolving Facility
Agreement.
	 
	 	 	“Security” means each Encumbrance, Guarantee or undertaking that the
Security Trustee holds, or that is to be granted to the Security Trustee,
in its capacity as trustee of the Security Trust and any other trust for
the benefit of, amongst others, the Subscribers, other than an
Encumbrance, Guarantee or undertaking that has been released with the
consent of the Facility Agent.
	 
	 	 	“Security Document ” means the Security Trust Deed, the Debenture Trust
Deed, each Security and each other “Transaction Document” as defined in
the Security Trust Deed or the Debenture Trust Deed.
	 
	 	 	“Security Interest” means an Encumbrance that secures the payment of
money or the performance of an obligation, or any other interest or
arrangement of any kind that gives a creditor priority over other
creditors in relation to any property.
	 
	 	 	“Security Trust” means the trust established under the Security Trust
Deed.
	 
	 	 	“Security Trust Deed” means the Security Trust Deed dated 28 July 1998
between the Parent and Chase Securities Australia Limited.
	 
	 	 	“Security Trustee” means the “Trustee” from time to time under the
Security Trust Deed, including any co-trustee or separate trustee
appointed under clause 3.19 of that document.
	 
	 	 	“Security Trustee Agreement” means the “Security Trustee Agreement “ to
be entered into between, amongst others, the Parent, the Facility Agent,
and the party named as security trustee in that document.
	 
	 	 	“Senior Debt Ratio” means, for a period, the ratio of Net Senior Debt of
the Group on the last day of that period to EBITDA of the Group for that
period.
	 
	 	 	“Senior Interest Cover Ratio” means, for a period, the ratio of EBITDA
for the Group for the period to Senior Net Interest Expense for the Group
for the period.
	 
	 	 	“Senior Net Interest Expense” means, for the Group for a period, the
Total Interest Expense (less the gross amount of all interest and
financing costs incurred by the Group over that period, calculated on a
consolidated basis in accordance with GAAP, after taking into account all
realised losses and profits on foreign currency borrowings and financing
transactions (other than amounts transferred to foreign currency
translation reserves) in respect of Financial Indebtedness other than the
Financial Indebtedness incurred under the Term A Facility Agreement, the
Revolving Facility Agreement, the Term B Facility Agreement and any
Treasury Transactions entered into to manage interest costs under those
agreements) for the Group for that period less interest income of the
Group over that period, calculated on a consolidated basis in accordance
with GAAP.




27









 






	 	 	“Share” means for a Subscriber in relation to a Funding Portion, the
proportion of the Funding Portion that is owing to it or to its
Subscriber Affiliate, as relevant.
	 
	 	 	“Sponsorship Deed” means the deed to be entered into between, amongst
others, BPC1, Credit Suisse First Boston Australia Equities Limited and
the party named as the security trustee in that document.
	 
	 	 	“Spot Rate” means, on any day, the rate determined by the Facility Agent,
in accordance with its usual practice and in the interbank market
selected by it, to be the rate at which it is able to purchase one
currency by payment in another currency (whether directly or through one
or more intermediate currencies) at or about 11.00 am (local time in the
place of that market):






	 	(a)	 	in the case of Euro, 2 TARGET Business Days before that day;
and
	 
	 	(b)	 	in the case of any other currency, 2 Banking Days (in the
place of that market) before that day,






	 	 	for delivery on that day.
	 
	 	 	“Subordination Deed” means the deed poll dated 27 February 2003 by BPC1,
the Parent, the Bridge Facility Agent (a defined in the deed) in favour
of any Senior Creditor (as defined in that deed poll).
	 
	 	 	“Subscriber” means an Initial Subscriber or a New Subscriber, other than
an Initial Subscriber or a New Subscriber that has assigned or
substituted all of its rights and obligations (including those of its
Subscriber Affiliates) under this document and each Facility Agreement in
accordance with clause 13.
	 
	 	 	“Subscriber Affiliate” means, for a Subscriber, a related body corporate
that it has nominated in relation to a Borrower in accordance with clause
1.4.
	 
	 	 	“Subsidiary” means:






	 	(a)	 	a corporation, partnership, joint venture, trust or other
entity of or which (or in which):






	 	(i)	 	(in the case of a corporation)






	 	(A)	 	more than 50% of the issued and
outstanding voting share capital;
	 
	 	(B)	 	more than 50% of the issued and
outstanding share capital (excluding any part of that
issued share capital that carries no right to
participate beyond a specified amount in a distribution
of either profits or capital); or
	 
	 	(C)	 	the power to appoint or control the
appointment of more than 50% of the board of directors
(irrespective of whether, at the time, share capital of
any other class or classes of such corporation has or
might have voting power upon the occurrence of any
contingency);




28









 












	 	(ii)	 	(in the case of a partnership or joint
venture not being a corporation) more than 50% of the
interest in the capital or profits of such partnership or
joint venture; or
	 
	 	(iii)	 	(in the case of a trust or estate) more
than 50% of the beneficial interest in such trust or
estate,






	 	 	 	is at the time directly or indirectly owned or controlled by the
Parent, by the Parent and one or more other Subsidiaries or by one
or more other Subsidiaries; or
	 
	 	(b)	 	any other entity that the Parent or another Subsidiary
“controls” for the purposes of section 50AA of the Corporations Act
2001.






	 	 	“Subsidiary Limit” means the aggregate of:






	 	(a)	 	AUD80,000,000; and
	 
	 	(b)	 	5% of EBITDA of the Group for the period of 12 months ending
on the most recent 30 June or 31 December.






	 	 	“Substitution Certificate” means a certificate substantially in the form
set out in schedule 12.
	 
	 	 	“Super-Majority of Subscribers” means:






	 	(a)	 	if a Debenture is outstanding and not redeemed, one or more
Subscribers whose aggregate Paid Up Amount of all Debentures
recorded in a Register as being held by them equals or exceeds 80%
of the total Paid Up Amount of all outstanding Debentures;
	 
	 	(b)	 	if no Debenture is outstanding and paragraph (c) does not
apply, one or more Subscribers whose aggregate Commitments equal or
exceed 80% of the Total Commitment; or
	 
	 	(c)	 	if no Debenture is outstanding and the Commitments have been
reduced to zero, one or more Subscribers whose aggregate Paid Up
Amount of all Debentures recorded in a Register as being held by
them immediately before they were repaid or redeemed in full
equalled or exceeded 80% of the total Paid Up Amount of all
outstanding Debentures at that time,






	 	 	(calculated, in the case of any part of the Paid Up Amount of a Debenture
that is not denominated in Australian Dollars, by reference to the AUD
Equivalent of the outstanding amount using the relevant Spot Rate for the
Drawdown Date, Rollover Date or Switch Date for the relevant Funding
Portions), whether or not 80% of Subscribers by number.
	 
	 	 	“Supplemental Securities” means:






	 	(a)	 	new security documents, on substantially the same terms as
the existing Security Documents, from each Subsidiary of the Parent
incorporated in Germany and in any other jurisdiction where a new
security document is reasonably required to




29









 






	 	 	 	ensure that the Facilities are secured by the same assets and on
substantially the same terms as the Existing Senior Loan
Agreements; and
	 
	 	(b)	 	any acknowledgements or confirmations reasonably required by
the Facility Agent from any of the Subsidiaries of the Parent to
ensure that the Facilities are secured by the same assets and on
substantially the same terms as the Existing Senior Loan Agreements.






	 	 	“Switch Date” has the same meaning as in the Term A Facility Agreement.
	 
	 	 	“TARGET Business Day” means a day on which the TARGET System is
operating.
	 
	 	 	“TARGET System” means the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System or any successor system.
	 
	 	 	“Tax” means a tax, levy, impost, duty, charge, deduction or withholding,
however it is described, that is imposed by a law or a Government Agency,
together with any related interest, penalty, fine or other charge.
	 
	 	 	“Term A Facility Agreement” means the agreement entitled Term A Facility
Agreement dated 16 January 2003 between the Parent, each Borrower, the
Facility Agent and the Subscribers.
	 
	 	 	“Term B Facility Agreement” means the USD270,000,000 credit agreement to
be entered into between, amongst others, the Parent, the party named as
Administrative Agent, the lenders party thereto and Burns Philp Inc..
	 
	 	 	“Term B Pledge Agreement” means the pledge agreement to be entered into
by Burns Philp Inc. and the party named as Administrative Agent.
	 
	 	 	“Term Debenture” has the same meaning as in the Debenture Trust Deed.
	 
	 	 	“Term Facility Agreement” means each of the Term A Facility Agreement and
the Term B Facility Agreement.
	 
	 	 	“Termination Date” means 12 December 2007.
	 
	 	 	“Threshold Amount” means AUD50,000,000 less the amount by which the
Revolving Facility Agreement is utilised to satisfy or discharge the
obligations of Goodman and its Subsidiaries under, or to refinance, the
GMF Securitisation Facility.
	 
	 	 	“TLA Bridge Debenture” means the Financial Indebtedness incurred under
the TLA Bridge Facility.
	 
	 	 	“TLA Bridge Facility” means the bridge facility made pursuant to the TLA
Bridge Senior Funding Agreement and the TLA Bridge Term Facility
Agreement.
	 
	 	 	“TLA Bridge Senior Funding Agreement” means the bridge senior funding
agreement to be entered into between the Parent, each borrower party
thereto, Credit Suisse First Boston (Melbourne Branch) and the
subscribers party thereto.






30










 






	 	 	“TLA Bridge Term Facility Agreement” means
the bridge term facility agreement to be entered into between the Parent,
each borrower party thereto, Credit Suisse First Boston (Melbourne
Branch) and the subscribers party thereto.
	 
	 	 	“Total Commitment” means the sum of the Facility Commitments under all
Facility Agreements.
	 
	 	 	“Total Debt” means, on any date, the gross amount of all financing
liabilities of the Group on that date, calculated on a consolidated basis
in accordance with GAAP, including:






	(a)	 	the redemption amount of all debt instruments;
	 
	(b)	 	the principal amount of all finance leases and hire purchase
agreements;
	 
	(c)	 	the redemption amount of all redeemable shares issued by a
Group Member; and
	 
	(d)	 	all other liabilities that are required by GAAP to be treated
as financing liabilities.






	 	 	“Total Interest Expense” means, for the Group for a period, the gross
amount of all interest and financing costs incurred by the Group over
that period, calculated on a consolidated basis in accordance with GAAP,
after taking into account all realised losses and profits on foreign
currency borrowings and financing transactions (other than amounts
transferred to foreign currency translation reserves), including:






	(a)	 	the amount of all discounts and similar allowances on the
issue or disposal of debt instruments;
	 
	(b)	 	all finance charges under finance leases and hire purchase
agreements;
	 
	(c)	 	the amount of all dividends paid or payable on redeemable shares issued by any Group Member; and
	 
	(d)	 	all other expenses and amounts that are required by GAAP to
be treated as an interest or financing cost other than amortisation
of loan establishment costs,






	 	 	but excluding interest and financing costs on money borrowed or raised to
acquire, develop or improve fixed assets, to the extent that they have
been capitalised in the accounts of the Group and excluding:






	(e)	 	interest and financing costs on the redeemed USD 100,000,000
aggregate amount of 51/2 Guaranteed Subordinated Convertible Bonds
issued by Burns Philp Treasury (Europe) BV and the redeemed USD
100,000,000 aggregate amount of Conversion Bonds issued by the
Parent;
	 
	(f)	 	the make whole premium on existing financial accommodation of
Goodman or any amounts paid by any other Group Member in respect of
such amount;
	 
	(g)	 	any realised costs of closing out a Treasury Transaction that
is incurred in connection with the refinancing of the Existing
Senior Loan Agreements or any acquisition of a Subsidiary or
business after the date of this document;




31









 






	(h)	 	any dividends paid over the period on the Converting
Preference Shares (up to conversion); and
	 
	(i)	 	any non-cash items included in interest in the most recent
financial statements of the Group.






	 	 	“Transaction Document” means:






	(a)	 	each New Transaction Document;
	 
	(b)	 	each other Security Document;
	 
	(c)	 	any document or agreement that the Parent and the Facility
Agent agree in writing is to be a Transaction Document for the
purposes of this document; and
	 
	(d)	 	any document or agreement that amends, supplements, replaces
or novates any of the above.






	 	 	“Transactions” means each of the following transactions:






	(a)	 	refinancing the financial accommodation that is governed by
the Existing Senior Loan Agreements;
	 
	(b)	 	acquiring shares or options in Goodman;
	 
	(c)	 	refinancing any financial accommodation of Goodman or its
Subsidiaries once it is a Wholly-Owned Subsidiary of the Parent;
	 
	(d)	 	refinancing any financial accommodation of Goodman or its
Subsidiaries once Goodman is a Subsidiary of the Parent but before
Goodman becomes a Wholly-Owned Subsidiary of the Parent, to the
extent such financial accommodation must be refinanced to ensure
that the borrower is not in default of its obligations under the
document governing that financial accommodation or the maturity date
for that financial accommodation has occurred or to ensure that the
Group is not in default of its obligations under any financing
arrangements;
	 
	(e)	 	refinancing the borrowing under the TLA Bridge Facility;
	 
	(f)	 	the issuance of the Capital Notes and of up to USD210,000,000
senior subordinated notes to be issued by Burns Philp Capital Pty
Ltd or Burns Philp Capital (US) Inc. or any alternative senior
subordinated facility; and
	 
	(g)	 	to pay any transaction costs relating to the acquisition of shares or options in Goodman, all debt, asset sales and related
transaction costs.






	 	 	“Treasury Transaction” means any foreign exchange agreement, currency or
interest purchase, interest rate swap, cap or collar agreement, currency
swap agreement, currency and interest rate future or option contract and
other similar agreement (whether entered into before, on or after the
date of this document).




32









 












	 	 	“United States” means the United States of America (including the
District of Columbia), its territories, possessions and other areas
subject to the jurisdiction of the United States of America.
	 
	 	 	“United States Dollar” and “USD” mean the lawful currency of the United
States of America.
	 
	 	 	“US Obligor” means a Group Party that has a Relevant Jurisdiction in the
United States.
	 
	 	 	“USD Base Rate” means:






	(a)	 	for a period for which a rate is normally quoted on the
Reuters monitor system page “LIBO” (or any page that replaces that
page), or for a comparable period — the relevant USD LIBOR; and
	 
	(b)	 	for any other period – the rate that the Facility Agent
calculates by straight-line interpolation in accordance with market
practice.






	 	 	“USD LIBOR” means, for a period:






	(a)	 	the rate determined by the Facility Agent to be the
arithmetic mean, expressed as a percentage per annum (rounded up (if
necessary) to 4 decimal places), of the rates quoted at or about
11.00 am (London time), 2 Banking Days (in London) before the first
day of that period for a period equal or comparable to that period
and for value on the first day of that period on the Reuters monitor
system page “LIBO” or any page which replaces that page; or
	 
	(b)	 	where the page referred to in paragraph (a) is not available,
or less than 3 rates are quoted on that page at that time, the rate
determined by the Facility Agent to be the arithmetic mean of the
rates expressed as a percentage per annum (rounded up (if necessary)
to 4 decimal places), at which deposits:






	(i)	 	denominated in United States Dollars;
	 
	(ii)	 	for the same or a comparable amount;
	 
	(iii)	 	for a period equal or comparable to that period; and
	 
	(iv)	 	for value on the first day of that period,






are offered to the Facility Agent by prime banks, in the interbank
market selected by it, at or about 11.00 am (local time in the
place of that market) 2 Banking Days in the place of that market
before the first day of that period.




	 	 	“Wholly-Owned Subsidiary” means a company the entire issued share capital
of which is beneficially owned by the Parent (either directly or
indirectly through other Wholly-Owned Subsidiaries).




33









 











     1.2 Rules for interpreting this document, the Facility Agreements and
Debenture Trust Deed




	 	 	In this document, the Facility Agreements and the Debenture Trust Deed,
headings are for convenience only, and do not affect interpretation. The
following rules also apply in interpreting this document, the Facility
Agreements and the Debenture Trust Deed, except where the context makes
it clear that a rule is not intended to apply.






	(a)	 	A reference to:






	(i)	 	legislation (including subordinate
legislation) is to that legislation as amended, re-enacted
or replaced, and includes any subordinate legislation
issued under it;
	 
	(ii)	 	a document or agreement, or a provision of
a document or agreement, is to that document, agreement or
provision as amended, supplemented, replaced or novated;
	 
	(iii)	 	a party to this document, to a Facility
Agreement, to the Debenture Trust Deed or to any other
document or agreement includes a permitted substitute or a
permitted assign of that party;
	 
	(iv)	 	a person includes any type of entity or
body of persons, whether or not it is incorporated or has a
separate legal identity, and any executor, administrator or
successor in law of the person; and
	 
	(v)	 	anything (including a right, obligation or
concept) includes each part of it.






	(b)	 	A singular word includes the plural, and vice versa.
	 
	(c)	 	A word which suggests one gender includes the other genders.
	 
	(d)	 	If a word is defined, another part of speech has a
corresponding meaning.
	 
	(e)	 	If an example is given of anything (including a right,
obligation or concept), such as by saying it includes something
else, the example does not limit the scope of that thing.
	 
	(f)	 	The word “agreement” includes an undertaking or other binding
arrangement or understanding, whether or not in writing.
	 
	(g)	 	The term “arm’s length basis” means on terms that are fair
and reasonable and:






	(i)	 	no less favourable to the relevant Group
Member than could reasonably be expected to apply in a
comparable transaction with a person which is not an
affiliate of it where neither party is under any compulsion
to enter into the transaction; and
	 
	(ii)	 	no more favourable to such other person
than could reasonably be expected to apply in a comparable
transaction with a person which is




34









 






	 	 	not its affiliate where
neither party is under any compulsion to enter into the
transaction.






	(h)	 	The “property” of a person is a reference to the whole or any
part of its business, undertaking, property, intellectual property, shares, securities, debts, accounts, revenues (including any right
to receive revenues), intangible assets, goodwill, shareholdings and
uncalled capital including premium whenever acquired, and any other
assets whatsoever.
	 
	(i)	 	The term “disposal” includes any sale, assignment, exchange,
transfer, concession, loan, lease, surrender, licence, reservation,
waiver, compromise, release, dealing, parting with possession, or
the granting of any option, right or interest whatever,
or any agreement for any of the same, and “dispose” means to make a
disposal, and “acquisition” and “acquire” are construed
accordingly.
	 
	(j)	 	The term “related body corporate” has the same meaning as in
the Corporations Act 2001.






	1.3	 	Business Days






	 	 	If the day on or by which a person must do something under this document,
a Facility Agreement or the Debenture Trust Deed is not a Business Day:






	(a)	 	if the act involves a payment that is due on demand, the
person must do it on or by the next Business Day;
	 
	(b)	 	if the act involves a payment that is not due on demand, the
person must do it either:






	(i)	 	on or by the next Business Day; or
	 
	(ii)	 	if the next Business Day occurs in the next
calendar month or after the Termination Date, on or by the
previous Business Day; and






	(c)	 	in any other case, the person must do it on or by the
previous Business Day.






	1.4	 	Subscriber Affiliates






	(a)	 	Subject to paragraph (d), a Subscriber may nominate, in a
Facility Agreement, in a Substitution Certificate or by notice to
the Parent and the Facility Agent at any time, that its Share of
Funding Portions to a particular Borrower be provided by a related
body corporate of the Subscriber (or, if a related body corporate is
already nominated for that Borrower, through a different related
body corporate or through its own branch).
	 
	(b)	 	If a Subscriber elects that its Share of Funding Portions to
a particular Borrower are to be provided through a related body
corporate as contemplated by paragraph (a), the Subscriber must
procure that the related body corporate does so as required by the
relevant Facility Agreement.
	 
	(c)	 	If a Subscriber Affiliate of a Subscriber provides a Share of
Funding Portions as contemplated by paragraph (a):




35









 












	(i)	 	the parties to this document must comply
with their payment obligations under the Transaction
Documents in favour of the Subscriber Affiliate as if the
Subscriber Affiliate were itself a Subscriber in relation
to those Funding Portions;
	 
	(ii)	 	the Subscriber may exercise the
corresponding rights under the Transaction Documents on
behalf and for the benefit of the Subscriber Affiliate; and
	 
	(iii)	 	the Subscriber must ensure that the
Subscriber Affiliate complies with this document and the
Facility Agreements as if it were itself a Subscriber in
relation to those Funding Portions.






	(d)	 	A Subscriber may only nominate a related body corporate under
paragraph (a) if it is able to make the representation in clause
3.13 in relation to the related body corporate.
	 
	(e)	 	The nomination by a Subscriber of a Subscriber Affiliate in
relation to a Borrower does not release the Subscriber from its
Commitments or other obligations under this document or a Facility
Agreement, except to the extent that the Subscriber Affiliate
actually performs such an obligation as contemplated by this
subclause.
	 
	(f)	 	The parties acknowledge that a Subscriber will enter into
such intragroup arrangements (including, potentially, the giving of
intragroup guarantees) as it requires to enable it to provide its
Share of Funding Portions to the different Borrowers. It must do so
at its own cost.
	 
	(g)	 	A Subscriber may nominate by notice to the Parent and the
Facility Agent at any time that, in relation to any Treasury
Transaction to be entered into by a Borrower, the Treasury
Transaction be made with a related body corporate of the Subscriber
rather than with the Subscriber (or, if a related body corporate is
already nominated for that Borrower, with a different related body
corporate). The parties to this document acknowledge that a
Subscriber Affiliate which is a party to the Treasury Transaction
with a Borrower is a beneficiary of the trust declared by the
Facility Agent in clause 14.3.






	1.5	 	Rights and obligations of the Subscribers and the Facility Agent






	(a)	 	The rights and obligations of the Subscribers and the
Facility Agent under the Transaction Documents are several, and none
of them is responsible for any act or omission of the others.
	 
	(b)	 	If a Subscriber fails to perform any of its obligations under
a Transaction Document, or notifies the Facility Agent that it will
not perform any of those obligations, this does not relieve any
other party of any of its obligations under any Transaction
Document.
	 
	(c)	 	Subject to this document, each Subscriber and the Facility
Agent may separately enforce its rights under each Transaction
Document.




36









 












	1.6	 	Parent to represent Group Parties






	 	 	Each Group Party irrevocably authorises the Parent and each Authorised
Representative of the Parent to exercise that Group Party’s rights and
perform that Group Party’s obligations under the Transaction Documents,
and agrees that it is bound by anything that the Parent or an Authorised
Representative of the Parent does or purports to do on its behalf.






	1.7	 	Changes in GAAP






	 	 	The parties acknowledge that changes in GAAP after the date of this
document may make the operation of clauses 5.3(d) and 5.4, a defined term
in clause 1.1, or another clause in this document or a Facility Agreement
that refers to GAAP, inappropriate. If the Parent or the Facility Agent
considers that this has occurred and notifies the other of them to that
effect (the “Notification Date”), the Parent and the Facility Agent agree
to negotiate with each other in good faith to attempt to agree to
appropriate amendments to the affected
clause or definition. The Facility Agent must do so on the instructions
of a Majority of Subscribers. If the Parent and the Facility Agent fail
to agree on the appropriate amendments to the affected clause or
definition within 20 Business Days of the Notification Date then the
Parent’s compliance with such affected clause or definition shall be
determined on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until such notification is withdrawn or
such clause or definition is amended in a manner satisfactory to the
Parent and the Facility Agent (acting on the instructions of Majority of
Subscribers).






	2.	 	CONDITIONS PRECEDENT TO ALL FACILITIES






	2.1	 	Conditions precedent






	(a)	 	The Parent may not deliver the first Drawdown Notice under
either Facility Agreement until it has provided the Facility Agent
with the items listed in part A of schedule 3-1, in form and
substance satisfactory to the Facility Agent or the Facility Agent
has waived the condition to deliver any of the terms listed in part
A of schedule 3-1.
	 
	(b)	 	No Subscriber is obliged to provide its Share of any Funding
Portion unless the Parent has provided the Facility Agent with the
items listed in part B of schedule 3-1, in form and substance
satisfactory to the Facility Agent.






	2.2	 	Prepositioning of funds for the first drawdown






	(a)	 	The Subscribers acknowledge that they may be asked to
preposition funds for the Funding Portions to be provided on the
first Drawdown Date, in accordance with the Escrow Deed, before all
conditions precedent to the provision of those Funding Portions have
been satisfied. The Subscribers agree to do this in accordance with
the Escrow Deed.
	 
	(b)	 	The Borrowers acknowledge the contents of the Escrow Deed and
agree that Funding Portions will be taken to have been made to them
in accordance with the procedures set out in that document.




37









 












	(c)	 	The Parent and the Borrowers acknowledge, even though some of
the funds that the Subscribers preposition with the Facility Agent
may be converted into other currencies in accordance with the Escrow
Deed, that those funds (and any Funding Portions that are taken to
be made with those funds in accordance with the Escrow Deed) are
taken for all purposes of this document and the relevant Facility
Agreement to have been provided to the Borrowers in the currency in
which the Subscribers were requested to provide those funds under
the relevant Drawdown Notice.






	3.	 	PAYMENTS






	3.1	 	How payments must be made






	(a)	 	Each Borrower must make each payment under this document or a
Facility Agreement by 1.00pm (local time in the place of receipt),
by direct transfer of cleared funds to the credit of the account
that the Facility Agent nominates at least 3 Business Days before
the payment is made (whether or not in the country of issue of the
currency in which any relevant Funding Portion is denominated).
	 
	(b)	 	Each Borrower must make each payment under this document or a
Facility Agreement without any set-off or counterclaim and (to the
extent permitted by law) free and clear of, and without deduction or
withholding for or on account of, any Taxes (other than Excluded
Taxes).






	3.2	 	Facility Agent must distribute receipts






	 	 	Unless this document or a Facility Agreement provides otherwise, each
payment that a Borrower makes to the Facility Agent is made for the
account of the Subscribers entitled to that payment, and the Facility
Agent must distribute each amount that it receives for the account of one
or more Subscribers in accordance with their entitlements:






	(a)	 	by direct transfer of cleared funds to the credit of the
account that the Subscriber nominates at least 1 Business Day before
the payment is made; and
	 
	(b)	 	if the Facility Agent receives the payment by 1.00 pm (local
time in the place of receipt) on a Banking Day in the place of
receipt, on the day the Facility Agent receives it or, if the
Facility Agent receives it after that time, by the next Banking Day.






	3.3	 	Facility Agent only obliged to distribute actual receipts






	 	 	The Facility Agent is not obliged to pay any amount to, or on behalf of,
any party (the “Receiving Party”) until it is satisfied that it has
received that amount from the party obliged to pay it (the “Paying
Party”). However, the Facility Agent may assume that the amount has
been, or will be, paid to it in accordance with this document or the
relevant Facility Agreement. If the Facility Agent pays an amount to, or
on behalf of, a Receiving Party, but determines later that it had not
already received that amount from the Paying Party:






	(a)	 	the Receiving Party must refund or reimburse that amount to
the Facility Agent on demand; and




38









 












	(b)	 	the Receiving Party or (at the option of the Facility Agent)
the Paying Party, must indemnify the Facility Agent against, and
must pay the Facility Agent (for its own account) on demand the
amount of, all losses, liabilities, expenses and Taxes (other than
Excluded Taxes) that the Facility Agent incurs because it paid that
amount before it received it.






	3.4	 	Effect of payment to Facility Agent






	 	 	Subject to this document, a payment by a Group Party to a Subscriber, or
to the Facility Agent for the account of a Subscriber, satisfies the
Group Party’s obligation to that Subscriber except to the extent that:






	(a)	 	that Subscriber is obliged to share the payment with another
party in accordance with this document; or
	 
	(b)	 	the Facility Agent or that Subscriber is obliged to refund
the payment under any applicable law (whether relating to insolvency
or otherwise).






	3.5	 	Application of money






	(a)	 	If any amount that the Facility Agent receives is not
sufficient to satisfy all the outstanding obligations of the Group
Parties to the Facility Agent in that capacity and to the
Subscribers under each Transaction Document, the amount is to be
applied in the following order:






	(i)	 	first in payment to the Facility Agent and
the Subscribers of amounts due to them under clause 10;
	 
	(ii)	 	then in payment to the Subscribers of
interest due under a Facility Agreement;
	 
	(iii)	 	then in payment to the Facility Agent of
fees due to it for its own account;
	 
	(iv)	 	then in repayment to the Subscribers of the
principal amount of outstanding Funding Portions by
reducing the Paid Up Amount of Debentures then due; and
	 
	(v)	 	then in payment to the Facility Agent and
the Subscribers of any other amounts due under the
Transaction Documents,






in each case (if necessary) rateably in accordance with their
entitlements.




	(b)	 	If the Facility Agent is required to apply money in
accordance with paragraph (a) towards payment of obligations that
are future or contingent, or have accrued but are payable at a
future time, it must withhold a corresponding proportion of that
money until:






	(i)	 	the obligation becomes actually due for
performance; or
	 
	(ii)	 	in the case of future or contingent
obligations, it is satisfied that the obligation will not
become actually due for performance,




39









 












and at that time the Facility Agent must apply the relevant amount
in accordance with paragraph (a).




	3.6	 	Deductions and withholdings by Group Parties






	 	 	If at any time an applicable law obliges a Group Party to make a
deduction or withholding in respect of Taxes from a payment under a
Transaction Document, the Parent:






	(a)	 	must notify the Facility Agent of the obligation promptly
after any Group Party becomes aware of it;
	 
	(b)	 	must ensure that the deduction or withholding does not exceed
the minimum amount required by law;
	 
	(c)	 	must pay to the relevant Government Agency on time the full
amount of the deduction or withholding and promptly deliver to the
Facility Agent a copy of any certified receipt, certificate or other
proof of payment; and
	 
	(d)	 	unless the Tax is an Excluded Tax, must indemnify (or ensure
that the relevant Group Party indemnifies) the party entitled to the
payment against the deduction or withholding by paying (or ensuring
that the relevant Group Party pays) to that party, at the time that
the payment to that party is due, an additional amount that ensures
that, after the deduction or withholding is made, that party
receives a net sum equal to the sum that it would have received if
the deduction or withholding had not been made.






	3.7	 	Deductions and withholdings by or affecting the Facility Agent or a
Subscriber






	(a)	 	If at any time an applicable law obliges the Facility Agent
to make a deduction or withholding in respect of Taxes from a
payment by it under a Transaction Document to a party other than a
Group Member:






	(i)	 	the Facility Agent must notify the Parent
of the obligation promptly after the Facility Agent becomes
aware of it;
	 
	(ii)	 	the Facility Agent must ensure that the
deduction or withholding does not exceed the minimum amount
required by law;
	 
	(iii)	 	the Facility Agent must pay to the
relevant Government Agency on time the full amount of the
deduction or withholding and promptly deliver to that party
a copy of any certified receipt, certificate or other proof
of payment; and
	 
	(iv)	 	unless the Tax is an Excluded Tax, the
Parent (or at the Parent’s direction the relevant Group
Party), must indemnify that party against the deduction or
withholding by paying to the Facility Agent (for the
account of that party), at the time that the payment is
due, an additional amount that ensures that, after the
deduction or withholding is made, the party receives a net
sum equal to the sum that it would have received if the
deduction or withholding had not been made.




40









 












	(b)	 	If at any time an applicable law obliges the Facility Agent
or a Subscriber to pay Taxes (other than Excluded Taxes) as a result
of the failure of a Group Party to make a deduction or withholding
in respect of Taxes on account of a payment under a Transaction
Document, or as a result of the application of the United States
“conduit financing arrangement” rules (Treasury Regulation 1.881-3)
or similar provisions of non-U.S. law, then:






	(i)	 	the Facility Agent or Subscriber must
notify the Parent of the obligation promptly after becoming
aware of the obligation;
	 
	(ii)	 	the Facility Agent or Subscriber must
ensure that the Tax liability does not exceed the minimum
amount required by law;
	 
	(iii)	 	the Facility Agent or Subscriber must pay
to the relevant Government Agency on time the full amount
of the Tax and promptly deliver to the Parent a copy of any
certified receipt, certificate or other proof of payment;
and
	 
	(iv)	 	the Parent (or at the Parent’s direction
the relevant Group Party) must indemnify the Facility Agent
or Subscriber against the Tax by paying the Facility Agent
or Subscriber, at the time that the Tax is due, an
additional amount that ensures that the Facility Agency or
Subscriber retains, on an after-Tax basis, the amount that
it would have retained had the Tax not been payable.






	3.8	 	Currency of payments






	 	 	Each Group Party must pay each amount required to be paid by it under
this document or a Facility Agreement in the currency in which that
amount is denominated.






	3.9	 	Currency indemnity






	 	 	If, for any reason (including as a result of a judgment or order), an
amount payable by a Group Party under or in respect of a Transaction
Document (the “Relevant Amount”) is received by the Facility Agent or a
Subscriber in a currency (the “Payment Currency”) that is not the
currency in which the amount is expressed to be payable under the
relevant Transaction Document (the “Required Currency”) then the relevant
Group Party, as an independent obligation, must indemnify against, and
must pay the relevant payee on demand the amount of, any shortfall
between:






	(a)	 	the amount of Required Currency which the relevant payee
receives on converting the amount it received in the Payment
Currency into an amount in the Required Currency in accordance with
its usual practice; and
	 
	(b)	 	the Relevant Amount in the Required Currency.






	3.10	 	Repayment following exchange rate fluctuations






	(a)	 	If:






	(i)	 	as a result of exchange rate fluctuations,
the sum of the AUD Equivalent of each outstanding Funding
Portion is greater for any 4




41









 






	 	 	consecutive Business Days than
110% of the AUD Facility Cap on those days; and
	 
	(ii)	 	a Subscriber so instructs the Facility
Agent,






the Facility Agent must notify the Parent (the day on which it does
so being the “Notification Date”), and the Parent must ensure that
Borrowers, on the day that falls 5 Business Days after the
Notification Date:




	(iii)	 	prepay Funding Portions (as selected by
the Parent or, if the Parent makes no selection, by the
Facility Agent) by reducing the aggregate Paid Up Amount of
all Debentures, in the currency of the relevant Funding
Portion, by the aggregate amount that is necessary to
reduce the AUD Equivalent (calculated using the Spot Rate
on the Notification Date) of all outstanding Funding
Portions to an amount that is no greater than the AUD
Facility Cap (or such other amount as the Parent and the
Facility Agent (acting on instructions of all the
Subscribers) may agree); and
	 
	(iv)	 	pay all amounts payable under clause
10.1(e) in relation to those repayments or reductions.






	(b)	 	If Borrowers switch Funding Portions under clause 6 of the
Term A Facility Agreement so that, on the relevant Switch Date, the
AUD Equivalent of Funding Portions that are denominated in Euro is
greater than 25% of the AUD Equivalent of all outstanding Funding
Portions, the Subscribers agree to consider in good faith a request
from the Parent to restructure the operation of paragraph (a) so
that it only applies in relation to Funding Portions that are not
denominated in Euro, on the basis that the AUD Facility Cap reduces
accordingly.
	 
	(c)	 	The Facility Agent agrees with the Subscribers that it will
monitor the AUD Equivalent of outstanding Funding Portions and will
advise the Subscribers if the sum of the AUD Equivalent of each
outstanding Funding Portion is greater for any 4 consecutive
Business Days than 110% of the AUD Facility Cap on those days, as
contemplated by paragraph (a)(i).






	3.11	 	Default interest






	(a)	 	The Parent and each other Group Party must pay interest on
each amount that it does not pay under or in connection with a
Transaction Document when due, from (and including) the day on which
it falls due to (but excluding) the day on which it is paid in full,
at the rate calculated in accordance with paragraph (b). This
interest must be paid on demand.
	 
	(b)	 	Interest on an unpaid amount in any currency accrues each day
in a Default Interest Period at the Default Rate for that currency
for that Default Interest Period, and is capitalised (if not paid)
on the last day of that Default Interest Period.
	 
	(c)	 	This subclause does not affect the Parent’s or any other
Group Party’s obligation to pay each amount under this document when
it is due.




42









 






	(d)	 	If a liability of the Parent or any other Group Party becomes
merged in a judgment or order, the Parent or that Group Party, as an
independent obligation, must pay interest on the amount of that
liability, from (and including) the date of the judgment or order
until it is paid in full, at the higher of the rate that applies
under the judgment or order and the rate calculated in accordance
with this subclause.
	 
	(e)	 	Interest under this clause:






	(i)	 	accrues daily; and
	 
	(ii)	 	is calculated on the basis of:






	(A)	 	the actual number of days on which
interest has accrued; and
	 
	(B)	 	either a 360 or 365 day year,
depending on the basis that the Facility Agent decides
is generally accepted as appropriate in relation to the
currency in which the relevant amount is denominated.






	3.12	 	Group Parties to notify the Facility Agent of payments






	 	 	If a Group Party makes a payment under this document or a Facility
Agreement direct to a Subscriber, the Parent must advise the Facility
Agent within 1 Business Day of the identity of the payer and the payee,
the amount of the payment and the obligation to which the payment
relates.






	3.13	 	Representation by the Subscribers






	 	 	Each Subscriber separately represents to the Parent that it will provide
(or procure that a Subscriber Affiliate provides) its Share of a Funding
Portion to a Borrower through the relevant Lending Office as part of
carrying on business in the jurisdiction in which the Lending Office is
located at or through a permanent establishment in that jurisdiction.






	4.	 	REPRESENTATIONS AND WARRANTIES






	4.1	 	Legal representations and warranties






	 	 	The Parent represents and warrants to the Facility Agent, the Subscribers
(including any Subscriber Affiliate) and the Arrangers, in respect of
itself and separately in respect of each Borrower and each other
Subsidiary, as of the date of this document and as of the first Drawdown
Date, that, except as disclosed in schedule 11 or as contemplated by
clause 5.8:






	(a)	 	(status) it:






	(i)	 	is a corporation duly established (and, in
the case of a corporation incorporated in the United States
of America, validly existing and in good standing), under
the laws of its country and (where relevant) state,
province, canton, territory or similar political
subdivision of its place of incorporation; and
	 
	(ii)	 	is duly qualified or licensed and (where
the concept has a technical meaning) in good standing as a
foreign corporation (or other entity) in




43









 






	 	 	each other
jurisdiction in which it owns or leases property or in
which the conduct of its business requires it so to qualify
or be licensed;






	(b)	 	(power) it has full legal capacity and power to:






	(i)	 	own or lease and operate its property and
to carry on its business; and
	 
	(ii)	 	enter into the Transaction Documents and to
carry out the transactions that they contemplate;






	(c)	 	(authority) it has taken all corporate or other action that
is necessary to authorise its entry into the Transaction Documents
and its carrying out the transactions that they contemplate;
	 
	(d)	 	(Authorisations) it holds each Authorisation that is
necessary to:






	(i)	 	enable it to properly execute the
Transaction Documents and to carry out the transactions
that they contemplate;
	 
	(ii)	 	ensure that each Transaction Document is
legal, valid, binding and admissible in evidence; or
	 
	(iii)	 	enable it to properly carry on its
business,






and it is complying with any conditions to which any of these
Authorisations is subject;




	(e)	 	(documents effective) each Transaction Document to which it
is expressed to be a party constitutes its legal, valid and binding
obligations, enforceable against it in accordance with its terms
(except to the extent limited by equitable principles and laws
affecting creditors’ rights generally) subject to any necessary
stamping or registration;
	 
	(f)	 	(ranking) its payment obligations under each Transaction
Document with respect to its rights against collateral secured under
the Securities rank ahead of all its unsecured and unsubordinated
payment obligations (whether present or future, actual or
contingent), other than obligations that are mandatorily preferred
by law;
	 
	(g)	 	(no contravention) neither its execution of the Transaction
Documents nor the carrying out by it of the transactions that they
contemplate, does or will:






	(i)	 	contravene any law to which it or any of
its property is subject or any order of any Government
Agency that is binding on it or any of its property;
	 
	(ii)	 	contravene any Authorisation;
	 
	(iii)	 	contravene any undertaking or instrument
binding on it or any of its property;
	 
	(iv)	 	contravene its constitution; or




44









 






	(v)	 	require it to make any payment or delivery
in respect of any Financial Indebtedness before it would
otherwise be obliged to do so;






	(h)	 	(no filings or Taxes) it is not necessary or desirable, to
ensure that any Transaction Document is legal, valid, binding or
admissible in evidence, that any Transaction Document or any other
document be filed or registered with any Government Agency (other
than any filings that are to be made in connection with the
contemplated execution of any New Security Documents or other
filings disclosed in the legal opinions referred to in schedule 3-1
Part B on or around the first Drawdown Date), or that any Taxes be
paid;
	 
	(i)	 	(effectiveness of the Securities) each Security to which it
is expressed to be a party constitutes a valid perfected
first-priority Security Interest in accordance with its terms over
the property to which it is expressed to apply;
	 
	(j)	 	(corporate benefit) it benefits from entering into the
Transaction Documents;
	 
	(k)	 	(no trust) it has not entered and is not entering into any
Transaction Document as trustee of any trust or settlement;
	 
	(l)	 	(ownership of assets) it is the legal and beneficial owner of
the property identified as belonging to it in the most recent
financial statements provided to the Facility Agent;
	 
	(m)	 	(no Insolvency Event) no Insolvency Event has occurred and is
continuing in relation to it;
	 
	(n)	 	(no Encumbrance) none of its property is subject to an
Encumbrance other than a Permitted Encumbrance;
	 
	(o)	 	(no Controller) no Controller is currently appointed in
relation to any of its property;
	 
	(p)	 	(no litigation) no litigation, arbitration, mediation,
conciliation or administrative proceedings are taking place,
pending, or to the knowledge of any of its officers after due
inquiry, threatened which, if adversely decided, could have a
Material Adverse Effect;
	 
	(q)	 	(environmental compliance) it is in full compliance in all
material respects with all Environmental Laws applicable to it, its
business or its property; and
	 
	(r)	 	(High Yield Notes) the Financial Indebtedness incurred by it
under the Transaction Documents constitutes and is designated as
“Designated Senior Indebtedness” under and as defined in the High
Yield Note Indenture and the New High Yield Notes Indenture.






	4.2	 	Additional representations and warranties by the Parent






	 	 	The Parent also represents and warrants to the Facility Agent, the
Subscribers (including any Subscriber Affiliate) and the Arrangers, as of
the date of this document and as of the first Drawdown Date that, except
as described in schedule 11:




45









 












	(a)	 	(Group structure) the most recent Group Structure Chart as at
the date it was delivered to the Facility Agent was a complete and
accurate description of all entities that are Group Members and of
the ownership relationships between them, so that (for example):






	(i)	 	it includes full details of the
jurisdiction in which each Group Member is incorporated;
	 
	(ii)	 	in the case of any Group Member that is not
a Wholly-Owned Subsidiary, it accurately describes the
percentage of its ordinary issued share capital (rounded to
the nearest 5%) which, at the date of this document, is
beneficially owned by the Parent or any other Group Member;
and
	 
	(iii)	 	it accurately describes any equity
instruments or entitlements to equity instruments that any
Group Member has issued as at the date of this document to
any person who is not a Group Member;






	(b)	 	(Accounts):






	(i)	 	the most recent Accounts that it has given
to the Facility Agent have been prepared in accordance with
the laws of Australia and (unless inconsistent with those
laws) GAAP;
	 
	(ii)	 	the most recent Accounts that it has given
to the Facility Agent give a true and fair view of the
financial condition of it and the Group as at the date to
which they are made up and of the results of operations of
it and the Group for the period that they cover (it being
understood that the Accounts provided pursuant to clause
5.2(b) need not qualify as “true and fair” for the purposes
of GAAP); and
	 
	(iii)	 	there has been no change since the date of
the most recent Accounts that it has given to the Facility
Agent that could have a Material Adverse Effect;






	(c)	 	(IM and other information):






	(i)	 	the contents of any information memorandum
that the Parent approves for use in the syndication of the
Facilities, and any other written information and reports
that it has given to the Lead Arranger and Underwriter or
the Facility Agent (whether before or after this document
was executed) in connection with any Transaction Document
(but not information in connection with Goodman and its
Subsidiaries prior to Goodman becoming a Wholly-Owned
Subsidiary of the Parent), are true, complete and accurate
in all material respects and not misleading in any material
respect (including by omission), subject to any
qualifications in them and except to the extent that the
information or report has been superseded by later written
information or a later written report provided to the Lead
Arranger and Underwriter or the Facility Agent by the
Parent;




46









 






	(ii)	 	any forecasts and projections (but not
projections in connection with Goodman and its Subsidiaries
prior to Goodman becoming a Wholly-Owned Subsidiary of the
Parent and not extrapolations) in them, taken in context
and subject to the detailed terms of the relevant
information or report have been prepared in good faith
based upon what the Parent believes to be reasonable
assumptions (it being understood that such forecasts and
projections are subject to significant uncertainties and
contingencies, many of which are beyond the Parent’s
control and the Parent can give no assurance that the
forecasts and projections will be realised); and
	 
	(iii)	 	any opinions in them (other than opinions
prepared by external advisers), taken in context and
subject to the detailed terms of the relevant information
or report, are fair and reasonable and were formed after
due inquiry and consideration by appropriate officers,






as at the date of this document or, if given later, when given;




	(d)	 	(disclosure of relevant information) it has disclosed to the
Facility Agent and each Subscriber all the information that such
parties have requested as being material to
an assessment by that party of the risks that that party assumes by
entering into any Transaction Document; and
	 
	(e)	 	(no default or Review Event) no:






	(i)	 	Event of Default;
	 
	(ii)	 	Potential Event of Default; or
	 
	(iii)	 	Review Event,
	 
	 	 	has occurred and is continuing, and no Group Party is in breach of
any other document or agreement in a manner that could have a
Material Adverse Effect.






	4.3	 	US specific representations and warranties






	 	 	The Parent and each US Obligor represents and warrants to the Facility
Agent, the Subscribers (including any Subscriber Affiliate) and the
Arrangers that:






	(a)	 	neither BP US nor any ERISA Subsidiary has incurred:






	(i)	 	any unsatisfied “accumulated funding
deficiency” within the meaning of section 412 of the Code,
and section 302 of ERISA, whether or not waived, with
respect to an Employee Benefit Plan;
	 
	(ii)	 	any unsatisfied liability to the Pension
Benefit Guaranty Corporation established under ERISA (other
than for Pension Benefit Guaranty Corporation insurance
premiums payable in the ordinary course), or under Title IV
of ERISA, in connection with any Employee Benefit Plan
terminated, established or maintained by it; or




47









 






	(iii)	 	any unsatisfied withdrawal liability in
connection with a complete or partial withdrawal from a
multiemployer plan within the meaning of section 3(37) of
ERISA, or expects to withdraw from such a plan,






nor has BP US or any of its Subsidiaries had any tax or penalty
assessed against it by the United States Internal Revenue Service
or United States Department of Labor for any alleged violation
under section 4975 of the Code or section 404 or 406 of ERISA;




	(b)	 	none of BP US, any of its Subsidiaries or any Group Member is
a party in interest (as defined in section 3(14) of ERISA) or a
disqualified person (as defined in section 4975(e)(2) of the Code)
with respect to any Employee Benefit Plan, other than an Employee
Benefit Plan sponsored by BP US or another member of BP US or any
other entity treated as a single employer with respect to BP US
under section 414(b), (c), (m) or (o) of the Code for the benefit of
the employees of BP US, such other entities or Nutrition 21, Inc;
	 
	(c)	 	each Employee Benefit Plan and Foreign Pension Plan has been
maintained in substantial compliance with its terms and with the
requirements of any and all applicable laws, statutes, rules,
regulations and orders, including those which must be complied with
to obtain the most favourable tax advantages and has been maintained
in good standing with applicable regulatory authorities and the
level
of plan assets in each Employee Benefit Plan exceeds the
liabilities under each such Plan that is subject to section 412 of
the Code or section 302 of ERISA (based on the assumptions used to
fund such Plan), as of the date of the most recent financial
statements reflecting those amounts;
	 
	(d)	 	each location in the United States at which a US Obligor has
equipment, inventory or real property with an aggregate fair market
value equal to or greater than $1,000,000 is specified in schedule 8
for that US Obligor;
	 
	(e)	 	no part of the proceeds of any Funding Portion will be used,
whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a violation
of, or that is inconsistent with, the provisions of the Regulations
of the Board of Governors of the Federal Reserve System of the
United States, including Regulation U or X; and
	 
	(f)	 	neither the Parent nor any of its Subsidiaries is:






	(i)	 	an “investment company” as defined in, or subject
to regulation under, the United States Investment Company Act
of 1940; or
	 
	(ii)	 	a “holding company” as defined in, or subject to
regulation under, the United States Public Utility Holding
Company Act 1935.






	4.4	 	Repetition of representations and warranties






	 	 	The representations and warranties in this clause (other than clauses 4.1
(d), (e), (g), (i), (m), (n), (o), (p) or (q) or clause 4.2(a) and in the
case of each Rollover Date, Switch Date and Interest Payment Date, clause
4.2(e)(ii) or (e)(iii)) are taken to be repeated on each Drawdown Date
(other than the first Drawdown Date), each Rollover Date, each Switch
Date and each Interest Payment Date, on the basis of the facts and
circumstances as at that




48









 






	 	 	date (or, in the case of clause 4.2(c), as at
the dates contemplated by that clause, provided that the representation
and warranty in clause 4.2(c)(i) in respect of any information memorandum
will not be taken to be repeated after the earlier of:






	(a)	 	the date the Lead Arranger and Underwriter notifies the
Parent that the syndication of the Facilities is complete; and
	 
	(b)	 	9 months from the first Drawdown Date under the Facilities,
unless the Lead Arranger and Underwriter requests an extension to
this date which is approved by the Parent (such approval not to be
unreasonably withheld or delayed), in which case 12 months from the
Drawdown Date under the Facilities.






	4.5	 	Reliance on representations and warranties






	 	 	Each Group Party acknowledges that the other parties have executed the
New Transaction Documents and agreed to take part in the transactions
that the New Transaction Documents contemplate in reliance on the
representations and warranties that are made or repeated in this clause.






	4.6	 	No representations to the Group Parties






	 	 	Each Group Party acknowledges that it has not relied and will not rely on
any representation, statement or promise made by or on behalf of any
other party in deciding
to enter into any Transaction Document or to exercise any right or
perform any obligation under any Transaction Document.






	4.7	 	Acknowledgment of foreign currency risks






	(a)	 	The Parent and each Borrower represents and warrants to each
Arranger, the Facility Agent and the Subscribers (including any
Subscriber Affiliate) it is fully aware of the risks involved when a
Borrower draws a Funding Portion (including the risk that exchange
rate fluctuations may cause the AUD Equivalent of a Funding Portion
to become significantly greater than the AUD Equivalent as at the
Drawdown Date, Rollover Date or Switch Date for that Funding
Portion).
	 
	(b)	 	The Parent and each Borrower agrees that the Arrangers, the
Facility Agent and the Subscribers (including any Subscriber
Affiliate) are not:






	(i)	 	responsible for monitoring or managing the
Group’s exposure to exchange rate fluctuations, or for
advising any Group Member of any fluctuations;
	 
	(ii)	 	obliged to take any action in order to
limit that exposure; or
	 
	(iii)	 	liable for any losses or liabilities that
a Borrower may incur by drawing a Funding Portion in any
currency.






	5.	 	UNDERTAKINGS






	5.1	 	General undertakings






	 	 	The Parent must:




49









 












	(a)	 	(maintain status) maintain, and ensure that each of its
Subsidiaries maintains, its corporate existence except, in the case
of an Excluded Subsidiary, to the extent that it is Liquidated in
accordance with clause 5.8;
	 
	(b)	 	(comply with law) comply with, and ensure that each of its
Subsidiaries complies with, all applicable law including by paying
when due all Taxes for which it or any of its property is assessed
or liable (except to the extent that these are being diligently
contested in good faith and by appropriate proceedings and it or the
relevant Subsidiary has made adequate reserves for them);
	 
	(c)	 	(environmental compliance) either:






	(i)	 	comply, and ensure that each Subsidiary
complies, in all material respects with all Environmental
Laws applicable to it, its business or its property
including (at its cost) obtaining all necessary
Authorisations for the conduct of its business; or
	 
	(ii)	 	be working in accordance with an approved
plan with applicable Government Agencies to remedy any
non-compliance with paragraph (c)(i);






	(d)	 	(prospective environmental issues) undertake action in
accordance with sound business practices to address any actual or
prospective environmental issue in
relation to a Group Member, its business or property to ensure that
it does not develop into a breach of an Environmental Law;
	 
	(e)	 	(keep books) keep, and ensure that each Subsidiary keeps,
proper books of account recording its activities, and permit the
Facility Agent or its representatives on request to examine and take
copies of them;
	 
	(f)	 	(hold Authorisations) obtain and maintain, and ensure that
each Subsidiary obtains and maintains, each Authorisation that is
necessary to:






	(i)	 	enable it to properly execute the
Transaction Documents and to carry out the transactions
that they contemplate;
	 
	(ii)	 	ensure that each Transaction Document is
legal, valid, binding and admissible in evidence; or
	 
	(iii)	 	enable it to properly carry on its
business,






and must comply with any conditions to which any of these
Authorisations is subject except, in the case of an Excluded
Subsidiary, to the extent that it is Liquidated in accordance with
clause 5.8;




	(g)	 	(keep documents effective) ensure that each Transaction
Document to which a Group Member is expressed to be a party remains
the legal, valid and binding obligation of that Group Member,
enforceable against it in accordance with its terms (except to the
extent limited by equitable principles and laws affecting creditors’
rights generally);




50









 






	(h)	 	(no contravention) ensure that neither the execution by a
Group Member of the Transaction Documents nor the carrying out by
any Group Member of the transactions that the Transaction Documents
contemplate:






	(i)	 	contravenes any law to which a Group Member
or any of its property is subject or any order of any
Government Agency that is binding on a Group Member or any
of its property;
	 
	(ii)	 	contravenes any Authorisation;
	 
	(iii)	 	contravenes any undertaking or instrument
binding on any Group Member or any of its property;
	 
	(iv)	 	contravenes the constitution of any Group
Member; or
	 
	(v)	 	requires any Group Member to make any
payment or delivery in respect of any Financial
Indebtedness before it would otherwise be obliged to do so;






	(i)	 	(keep Securities effective) ensure that each Security
constitutes a valid perfected first-priority Security Interest in
accordance with its terms over the property to which it is expressed
to apply;
	 
	(j)	 	(insurance) keep, and must ensure that each Subsidiary keeps,
its property and business insured:






	(i)	 	against the risks and in the amounts that
are prudent or usual for a person conducting a business
similar to the relevant entity, with sound and reputable
insurers; or
	 
	(ii)	 	as the Facility Agent reasonably requires,






and must provide the Facility Agent on each anniversary of the date
of this document, or otherwise on request, with details of the
insurance, evidence that it is in full effect and evidence that all
premiums have been paid, by providing the Facility Agent on request
with a certificate of currency from a reputable insurance broker in
relation to the Group’s global insurance policies, together with a
report from that insurance broker confirming that those policies
comply with the requirements of this paragraph;




	(k)	 	(no administrator) not appoint, and ensure that no Subsidiary
appoints, an administrator or other insolvency official without at
least 1 Business Day’s prior notice to the Facility Agent, except,
in the case of an Excluded Subsidiary, as part of a Liquidation in
accordance with clause 5.8;
	 
	(l)	 	(permitted use of funds) ensure that each Borrower applies
all Funding Portions made to it solely for the purposes specified in
the relevant Facility Agreement;
	 
	(m)	 	(terms of Associate arrangements):






	(i)	 	use its best endeavours, to the extent that
the relevant contractual arrangements permit it to do so,
to prevent its Associates from




51









 






	 	 	incurring Financial
Indebtedness or acquiring businesses or companies other
than as contemplated by clause 7.3(g); and
	 
	(ii)	 	if it or a Group Member proposes to acquire
an Associate after the date of this document:






	(A)	 	use its best endeavours in the
negotiation of the contractual arrangements regarding
the Associate, in a manner that is commercially
realistic in the context of that Associate and the
Group’s proposed investment in it, to ensure that it is
able to prevent that Associate from incurring Financial
Indebtedness or acquiring businesses or companies other
than as contemplated by clause 7.3(g); or
	 
	(B)	 	to the extent that it is not able to
exercise the control contemplated by paragraph
(m)(ii)(A) in relation to Financial Indebtedness of the
Associate, ensure that there is no recourse (including
by way of Guarantee) to any Group Member in relation to
that Financial Indebtedness.






	5.2	 	Reports and information






	 	 	The Parent must give the Facility Agent:






	(a)	 	(annual Accounts) as soon as possible (and in any event
within 90 days) after the end of each Financial Year, a set of its
audited Accounts (consolidated and
unconsolidated) for that Financial Year, prepared in accordance
with the laws of Australia and (except where inconsistent with
those laws) GAAP;
	 
	(b)	 	(quarterly Accounts) as soon as possible (and in any event
within 45 days) after the end of each Financial Quarter, a set of
its unaudited consolidated Accounts for that Financial Quarter,
prepared in accordance with the laws of Australia and (except where
inconsistent with those laws) GAAP, and certified by a director or
the chief financial officer of the Parent as giving a true and fair
view of the Group for that Financial Quarter (but without requiring
the Parent to include the notes or disclosures that GAAP would
otherwise require to be provided with those Accounts in order for
the Accounts to qualify as “true and fair” for the purposes of
GAAP);
	 
	(c)	 	(compliance certificates) at the same time as it gives the
Facility Agent any Accounts under paragraph (a) or (b), a
certificate that:






	(i)	 	sets out each of the Debt Service Cover Ratio,
the Gearing Ratio, the Senior Debt Ratio, the Interest Cover
Ratio and the Senior Interest Cover Ratio for the period of 12
months that ends on the day to which those Accounts are
prepared, together with such details as are required to
demonstrate the calculation of those ratios;
	 
	(ii)	 	sets out the amount of Capex that each Group
Member expended over the relevant period or that each Group
Member entered into an unconditional contractual commitment
over the relevant period, with a person who is not




52









 






	 	 	a Group
Member, to expend as Capex over the period of 6 months
following the end of the period;
	 
	(iii)	 	(A) in the case of a certificate that is given at
the same time as Accounts under paragraph (a), is certified as
correct by the accounting firm that audited those Accounts; and
	 
	(B)	 	in the case of a certificate that is
given at the same time as Accounts under paragraph (b),
is certified as correct by a director or the chief
financial officer of the Parent;






	(d)	 	(copy of reports) a copy of each document that it gives to
its shareholders or to any stock exchange, at the same time as it
gives it to them or it;
	 
	(e)	 	(notice of default or Review Event) as soon as it becomes
aware that an Event of Default, Potential Event of Default or Review
Event has occurred, full details of that Event of Default, Potential
Event of Default or Review Event;
	 
	(f)	 	(notice of litigation) full details of any litigation,
arbitration, mediation, conciliation or administrative proceeding
which involves a claim exceeding AUD20,000,000 (or its equivalent in
any other currency) or which, if adversely decided, could have a
Material Adverse Effect, as soon as the proceedings are commenced or
threatened;
	 
	(g)	 	(other information) promptly on request (and in any event
within 5 Business Days) any other information relating to the
financial condition, business, property and affairs of itself or any
Group Member (including copies of internal
management reports, budgets and forecasts) that the Facility Agent
reasonably requests; and
	 
	(h)	 	(Goodman information) as soon as practicable following the
Parent obtaining access to the books and records and financial
information of Goodman and in any event within 90 days of Goodman
becoming a Wholly-Owned Subsidiary of the Parent, an update to the
due diligence reports prepared by KPMG in respect of the Group dated
28 May 2001 and the update due diligence report on Directors’
Projections addressed to and capable of being relied upon by the
Facility Agent and the Subscribers, the scope of such update to be
as reasonably required by the Facility Agent after consultation with
the Parent and to include the financial results of the Group for the
period ended 31 December 2002 together with 5 years of financial
projections which take into account the acquisition of Goodman and
its Subsidiaries; and
	 
	(i)	 	(Projections ) promptly on request (and in any event within 5
Business Days of the first Drawdown Date) pro forma projections for
the Parent and the Subsidiaries on a consolidated basis, reasonably
satisfactory to the Facility Agent, for the period from and
including the first Drawdown Date to and including 30 June 2009,
presented on a quarterly basis for the first 12 months of such
period and on a yearly basis thereafter.




53









 












	5.3	 	Negative undertakings






	 	 	The Parent must:






	(a)	 	(negative pledge) not create or permit to exist, and ensure
that no Subsidiary creates or permits to exist, any Encumbrance over
any of its property, other than a Permitted Encumbrance;
	 
	(b)	 	(no Financial Indebtedness) not incur Financial Indebtedness,
and must ensure that no Subsidiary or (if the matter is within the
Parent’s control) Associate incurs Financial Indebtedness, without
the consent of the Facility Agent (acting on the instructions of a
Super-Majority of Subscribers), other than:






	(i)	 	in the case of itself and the Subsidiaries:






	(A)	 	Existing Treasury Transactions (which
may be secured under the Securities as Priority 1 Debt
and Priority 1 Beneficiary’s Debt);
	 
	(B)	 	Treasury Transactions entered into
with a Subscriber or a Subscriber Affiliate or a Lender
or an Affiliate of a Lender (which may be secured under
the Securities as Priority 1 Debt and Priority 1
Beneficiary’s Debt) and unsecured Treasury Transactions
entered into with any other person;
	 
	(C)	 	working capital facilities entered
into by one or more Group Security Providers with
financial institutions (which may be secured as Priority
1 Debt and Priority 1 Beneficiary’s Debt if the
financial institutions first enter into an intercreditor
agreement with the Facility Agent on terms reasonably
satisfactory to the Facility Agent) as long as the
aggregate principal amount of Financial
Indebtedness outstanding under such working capital
facilities does not exceed AUD 40,000,000 on any date;
	 
	(D)	 	Financial Indebtedness entered into
by any Group Security Provider, as long as it is either:






	(I)	 	unsecured; or
	 
	(II)	 	secured under the
Securities as Priority 2 Debenture Stockholder’s
Debt, Priority 3 Debenture Stockholder’s Debt or
Priority 4 Debenture Stockholder’s Debt (each as
defined in the Security Trust Deed), and the
providers of the Financial Indebtedness first
enter into an intercreditor agreement with the
Facility Agent on terms reasonably satisfactory to
the Facility Agent;






	(E)	 	other Financial Indebtedness entered
into by a Group Member that is not a Group Security
Provider, as long as:






	(I)	 	the sum of all such Group
Members’:






	 	 	FI x
POI,




54









 






	 	 	where:






	 	 	FI for
each such Group Member is the aggregate
principal amount of all such Financial
Indebtedness of the Group Member; and
	 
	 	 	POI for
each such Group Member is the Parent’s
direct or indirect proportionate
ownership interest in the Group Member,






	 	 	does not exceed the Subsidiary Limit at any time;
and






	(II)	 	the Financial
Indebtedness is either unsecured, or only secured
over assets of the relevant Group Member;






	(F)	 	Financial Indebtedness that is
provided by a Group Member to a Group Security Provider,
or by a Group Member (the “First Group Member”) to
another Group Member in which the Parent’s direct or
indirect proportionate ownership interest is the same or
greater than the Parent’s direct or indirect
proportionate ownership in the First Group Member;
	 
	(G)	 	Financial Indebtedness that is
provided by a Group Security Provider to Goodman or any
Wholly-Owned Subsidiary of Goodman after Goodman has
become a Subsidiary of the Parent but before Goodman has
become a Group Security Provider;






	(H)	 	 






	(I)	 	Financial Indebtedness
incurred under the Term B Facility Agreement
(which may be secured under the Term B Pledge
Agreement and under the Securities as Priority 1
Debt and Priority 1 Beneficiary’s Debt); or
	 
	(II)	 	if the commitment under
the Term B Facility Agreement is reduced (the
amount of the reduction being the “Reduction
Amount”), any other Financial Indebtedness up to
an amount equal to the Reduction Amount incurred
in substitution for the Reduction Amount(which may
be secured under the Term B Pledge Agreement and
under the Securities as Priority 1 Debt and
Priority 1 Beneficiary’s Debt); and
	 
	(III)	 	and any other Financial
Indebtedness up to USD $100,000,000 secured on the
same basis and ranking pro rata and pari passu
with the Term A Facility Agreement and the Term B
Facility Agreement which constitutes an
incremental loan amount (as defined in the Term B
Facility Agreement) (which may be secured under
the Term B Pledge Agreement and under the
Securities as Priority 1 Debt and Priority 1
Beneficiary’s Debt);




55









 












	(I)	 	Financial Indebtedness of Goodman or
any of its Subsidiaries that:






	(I)	 	exists on the Control
Date; and
	 
	(II)	 	does not exceed
USD$50,000,000 from and after the later of the
date that is 75 days after:






	(1)	 	the Control
Date; and
	 
	(2)	 	the first
Drawdown Date;






	(J)	 	 






	(I)	 	the TLA Bridge Debenture
and any other Financial Indebtedness incurred
under the TLA Bridge Facility (which may be
secured under the Securities as Priority 1 Debt
and Priority 1 Beneficiary’s Debt) and any
Financial Indebtedness provided to Goodman to fund
the repayment, prepayment or redemption of the GMF
Notes; provided the entire outstanding principal
amount thereof must be repaid on or prior to the
first Drawdown Date; and
	 
	(II)	 	and any other Financial
Indebtedness provided that in each case such
Financial Indebtedness is used to repay in full
all amounts outstanding under the Facility
Agreements on the day such other Financial
Indebtedness is drawn (which may be secured under
the Securities as Priority 1 Debt and Priority 1
Beneficiary’s Debt); or






	(K)	 	Financial Indebtedness entered into
by one or more Group Security Providers with financial
institutions in respect of workers compensation
obligations, employee benefit obligations, property
casualty or liability insurance and self-insurance, in
each case where the requirement to incur such Financial
Indebtedness arises in the ordinary course of business
(which may be secured as Priority 1 Debt and Priority 1
Beneficiary’s Debt if the financial institutions first
enter into an intercreditor agreement with the Facility
Agent on terms reasonably satisfactory to the Facility
Agent), up to a maximum aggregate amount of
AU$70,000,000; and






	(ii)	 	in the case of Associates, any Financial
Indebtedness as long as the sum of all Associates’:






	 	 	FI x POI,
	 
	 	 	where:
	 
	 	 	FI for each Associate is the aggregate
principal amount of all such Financial Indebtedness of
the Associate; and
	 
	 	 	POI for each Associate is the Parent’s
direct or indirect proportionate ownership interest in
the Associate,




56









 






	 	 	does not exceed the Associate Limit at any
time;






	(c)	 	(no disposal of property) not dispose of, declare a trust
over or otherwise create an interest in, and must ensure that no
Subsidiary disposes of, declares a trust over or otherwise creates
an interest in, any of its property except:






	(i)	 	as permitted by paragraph (a), (e) or (g);
	 
	(ii)	 	as permitted by clause 7;
	 
	(iii)	 	in the case of Excluded Subsidiaries, as
contemplated by clause 5.8; or
	 
	(iv)	 	with the consent of the Facility Agent
(acting on the instructions of a Super-Majority of
Subscribers);






	(d)	 	(restrictions on Capex) not incur Capex at any time, and must
ensure that no Subsidiary incurs Capex at any time, if this would
cause the aggregate amount of Capex incurred by Group Members in a
Financial Year to exceed the greater of:






	(i)	 	20% of EBITDA for the Group for that
Financial Year; and
	 
	(ii)	 	the amount set out for that Financial Year
in the following table:





	 	 	 	 	 
	Financial Year (end date)
	 	Permitted Capex (AUD million)

	30 June 2003

	 	 	100.0	 
	30 June 2004

	 	 	170.0	 
	30 June 2005

	 	 	150.0	 
	30 June 2006

	 	 	130.0	 
	30 June 2007

	 	 	120.0	 
	30 June 2008

	 	 	120.0	 








	 	 	plus, for each Financial Year, the amount (if any) by which
the amount actually spent by Group Members on Capex in the
previous Financial Year is less than the amount specified for
that previous Financial Year in the table,






calculated, in the case of expenditure incurred in currencies other
than Australian Dollars, at the Spot Rate at the time the
expenditure is incurred;




	(e)	 	(no distributions) not, and ensure that the Subsidiaries do
not, declare or pay any dividend, return any capital to its
shareholders or make any distribution of assets, share capital,
obligations or securities (or, to the extent they represent a
distribution in lieu of a dividend, warrants, rights or options) to
any of its shareholders in their capacity as such (“Distribution”),
unless:




57









 












	(i)	 	no Event of Default or Potential Event of Default
has occurred which is continuing immediately prior to the
Distribution and the Distribution will not result in the
occurrence of an Event of Default or Potential Event of
Default; and
	 
	(ii)	 	there is no breach of clause 5.3(i); and
	 
	(iii)	 	one of the following conditions in (A) — (E) below is met:






	(A)	 	the Distribution is to be funded from either:






	(1)	 	Free Cash Flow (excluding
for the purposes of this clause 5.3(e)(iii) any
amount referred to in paragraph (J)(1) of the
definition of “Free Cash Flow”) available to the
Group at the end of each calendar year after
satisfaction by the Parent of its obligations
under clause 8.2(c) of the Term A Facility
Agreement; or
	 
	(2)	 	Free Cash Flow (excluding
for the purposes of this clause 5.3(e)(iii) any
amount referred to in paragraph (J)(1) of the
definition of “Free Cash Flow”) for the 6 month
period ending on 30 June in each year that would
be available to the Group at the end of that 6
months after the satisfaction by the Parent of its
obligations if the obligations of the Parent under
clause 8.2(c) of the Term A Facility Agreement
also
applied for each 6 month period ending on 30 June
in each year; or






	(B)	 	the Distribution is in favour of the
Parent or a Wholly-Owned Subsidiary (or, in the case of
a dividend, return of capital or distribution by a
Majority Owned Subsidiary, in favour of all its owners
pro rata in accordance with their respective ownership
interests); or
	 
	(C)	 	in the case of an Excluded
Subsidiary, to the extent that it is Liquidated in
accordance with clause 5.8; or
	 
	(D)	 	with the consent of the Facility
Agent (acting on the instructions of the Majority of
Subscribers); or
	 
	(E)	 	the Distribution is a dividend paid
by the Parent:






	(1)	 	on ordinary shares in the
Parent for an aggregate amount of up to
US$25,000,000 until the Facility Commitments are
reduced to zero; and
	 
	(2)	 	from and after 30
September 2003, on ordinary shares of the Parent
in each fiscal year up to an aggregate amount
equal to:






	(A)	 	25% of Free
Cash Flow from the immediately preceding
fiscal year, if the Senior Debt Ratio on the






58










 






	 	 	immediately preceding Calculation
Date was greater than 2.50 times, but less
than or equal to 2.75 times; or
	 
	(B)	 	50% of Free
Cash Flow from the immediately preceding
fiscal year, if the Senior Debt Ratio on the
immediately preceding Calculation Date was
less than or equal to 2.50 times; or






	(3)	 	on Converting Preference
Shares in the Parent;






	(f)	 	(no changes to share capital) in the case of the Parent only,
not purchase, redeem, retire, defease, exchange or otherwise acquire
for value all or any part of its issued share capital or any
warrants, rights or options to acquire any of its issued share
capital (whether or not on issue at the date of this document) (a
“Share Capital Event”), except as contemplated by the terms of the
Capital Notes or unless:






	(i)	 	no Event of Default or Potential Event of Default
has occurred which is continuing immediately prior to the
Share Capital Event and the Share Capital Event will not
result in the occurrence of an Event of Default or Potential
Event of Default; and
	 
	(ii)	 	there is no breach of close 5.3(i),






	 	 	and:






	(iii)	 	the Share Capital Event is to be funded from either:






	(A)	 	Free Cash Flow available to the Group
at the end of each calendar year after satisfaction by
the Parent of its obligations under clause 8.2(c) of the
Term A Facility Agreement; or
	 
	(B)	 	Free Cash Flow for the 6 month period
ending on 30 June in each year that would be available
to the Group at the end of that 6 months after the
satisfaction by the Parent of its obligations if the
obligations of the Parent under clause 8.2(c) of the
Term A Facility Agreement also applied for each 6 month
period ending on 30 June in each year; or






	(iv)	 	with the consent of the Facility Agent (acting on
the instructions of the Majority of Subscribers);






	(g)	 	(no mergers or reconstructions) not, and ensure that the
Subsidiaries do not, participate in any merger, demerger,
amalgamation or reconstruction, except:






	(i)	 	in favour of the Parent or a Wholly-Owned
Subsidiary (or, in the case of a merger, demerger,
amalgamation or reconstruction involving a Majority-Owned
Subsidiary, in such a way that the effective indirect
ownership interest of the Parent in that Majority-Owned
Subsidiary or its assets (as appropriate) is not reduced);




59









 












	(ii)	 	in the case of an Excluded Subsidiary, to
the extent that it is Liquidated in accordance with clause
5.8; or
	 
	(iii)	 	with the consent of the Facility Agent
(acting on the instructions of the Majority of
Subscribers), which consent may not be unreasonably
withheld;






	(h)	 	(no changes to constitution) not amend, and ensure that no
Subsidiary amends, its constitution, charter, by-laws or other
constituent documents:






	(i)	 	in a manner that would change its
jurisdiction of incorporation; or
	 
	(ii)	 	otherwise in any respect that would
materially adversely affect the interests of the
Subscribers,






	 	 	without the consent of the Facility Agent (acting on the
instructions of a Majority of Subscribers); and






	(i)	 	(interest on Capital Notes) not pay, and must ensure that no
Subsidiary pays, any interest (in whole or in part) under the Bridge
Facility or the Capital Notes and must suspend, and must ensure that
any Subsidiary suspends, the payment of any such interest in
accordance with the provisions of the Capital Notes Bridge Facility
Agreement and the Capital Notes Trust Deed if at any time there is a
breach of any of the Interest Suspension Financial Covenants and for
so long as that breach continues.
	 
	(j)	 	(early redemption of Capital Notes) not, and must ensure that
its Subsidiaries do not, redeem, repurchase, or retire or acquire
any Capital Notes prior to the scheduled maturity date without the
prior written consent of the Facility Agent (acting on the
instructions of a Majority of Subscribers).






	5.4	 	Financial undertakings






	 	 	The Parent must ensure that:






	(a)	 	(Debt Service Cover Ratio) the Debt Service Cover Ratio for
each period of 12 months that ends on a Calculation Date that occurs
in a period set out in the following table is not less than the
amount set out in the following table opposite that period:





	 	 	 	 	 
	 	 	Minimum permitted Debt
	Period
	 	Service Cover Ratio

	To 30 June 2003	 	1.10 times
	1 July 2003 to 31 December 2003	 	1.10 times
	1 January 2004 to 30 June 2004	 	1.10 times







60









 






	 	 	 	 	 
	 	 	Minimum permitted Debt
	Period
	 	Service Cover Ratio

	1 July 2004 to 31 December 2004	 	1.10 times
	1 January 2005 to 30 June 2005	 	1.20 times
	1 July 2005 to 31 December 2005	 	1.20 times
	1 January 2006 to 30 June 2006	 	1.20 times
	After 1 July 2006	 	1.20 times








	(b)	 	(Gearing Ratio) the Gearing Ratio for each period of 12
months that ends on a Calculation Date that occurs in a period set
out in the following table is not more than the amount set out in
the following table opposite that period:





	 	 	 	 	 
	Period
	 	Maximum permitted Gearing Ratio

	To 30 June 2003	 	4.90 times
	   1 July 2003 to 31 December 2003	 	4.90 times
	1 January 2004 to 30 June 2004	 	4.75 times
	1 July 2004 to 31 December 2004	 	4.25 times
	1 January 2005 to 30 June 2005	 	4.00 times
	1 July 2005 to 31 December 2005	 	3.75 times
	1 January 2006 to 30 June 2006	 	3.50 times
	After 1 July 2006	 	3.25 times







61









 







	(c)	 	(Interest Cover Ratio) the Interest Cover Ratio for each
period of 12 months that ends on a Calculation Date that occurs in a
period set out in the following table is not less than the amount
set out in the following table opposite that period:





	 	 	 	 	 
	 	 	Minimum permitted Interest
	Period
	 	Cover Ratio

	To 30 June 2003	 	2.10 times
	1 July 2003 to 31 December 2003	 	2.10 times
	1 January 2004 to 30 June 2004	 	2.25 times
	1 July 2004 to 31 December 2004	 	2.50 times
	1 January 2005 to 30 June 2005	 	2.50 times
	1 July 2005 to 31 December 2005	 	2.75 times
	1 January 2006 to 30 June 2006	 	2.75 times
	After 1 July 2006	 	3.00 times








	(d)	 	(Senior Interest Cover Ratio) the Senior Interest Cover Ratio
for each period of 12 months that ends on a Calculation Date that
occurs in a period set out in the following table is not less than
the amount set out in the following table opposite that period:





	 	 	 	 	 
	 	 	Minimum permitted Senior
	Period
	 	Interest Cover Ratio

	To 30 June 2003	 	3.75 times
	1 July 2003 to 31 December 2003	 	3.75 times
	1 January 2004 to 30 June 2004	 	4.00 times
	1 July 2004 to 31 December 2004	 	4.25 times
	1 January 2005 to 30 June 2005	 	4.50 times







62









 






	 	 	 	 	 
	 	 	Minimum permitted Senior
	Period
	 	Interest Cover Ratio

	1 July 2005 to 31 December 2005	 	4.75 times
	1 January 2006 to 30 June 2006	 	4.75 times
	After 1 July 2006	 	4.75 times








	5.5	 	Hedging arrangements






	(a)	 	The Parent must ensure that Group Members have entered or enter
into Treasury Transactions in accordance with the Agreed Hedging
Program in relation to the interest rate exposure of Group Members
from 20 December 2002, in respect of not less than 50% (or 75% in
respect of so much of the Total Debt as is denominated in United
States Dollars if at any time after 20 December 2002 USD LIBOR for
a period of 30 days increases by 0.50% p.a. or more from the rate
prevailing as at 20 December 2002 or 75% in respect of so much of
the Total Debt as is denominated in Australian Dollars if at any
time after 20 December 2002, AUD Cash Rate increases by 0.50% p.a.
or more from the rate prevailing as at 20 December 2002) of the
Total Debt, on terms reasonably satisfactory to the Facility Agent
(acting on instructions of a Majority of Subscribers).
	 
	(b)	 	The Parent must ensure that Group Members enter into Treasury
Transactions in accordance with the Agreed Hedging Program in
relation to the Borrowers’ foreign exchange exposure in relation to
the Facilities, on terms reasonably satisfactory to the Facility
Agent (acting on instructions of a Majority of Subscribers).
	 
	(c)	 	The Parent must ensure that no Group Member enters into a
Treasury Transaction except in accordance with this subclause or to
hedge foreign exchange exposures that arise from asset purchases by
the Group Member. Without limiting this, the Parent must ensure
that no Group Member enters into a Treasury Transaction for
speculative purposes.






	5.6	 	New Group Security Providers






	(a)	 	The Parent must ensure, if an entity that is not a Group
Member becomes a Group Member and has, or has completed the
acquisition of, total assets of AUD2,000,000 or more, that:






	(i)	 	the entity promptly becomes a Group
Security Provider by executing such Securities and other
documents as the Facility Agent (acting on the instructions
of a Majority of Subscribers) reasonably requires,
consistent with the laws of the relevant jurisdiction,
except to the extent that the Parent demonstrates to the
reasonable satisfaction of the Facility Agent (acting on
the instructions of a Majority of Subscribers) that it is
not reasonably practicable or too expensive to do so
(having regard to the value of the assets involved); and




63









 












	(ii)	 	it or the entity provides the Facility
Agent with such evidence and information (such as legal
opinions) in relation to its execution of those documents,
and within such period, as the Facility Agent (acting on
the instructions of a Majority of Subscribers) reasonably
requires,






	 	 	provided that:






	(iii)	 	Goodman and its Subsidiaries will not be
required to become Group Security Providers until each is a
Wholly-Owned Subsidiary of the Parent and all appropriate
shareholder and board resolutions have been passed; and
	 
	(iv)	 	the Parent must use reasonable endeavours
to ensure that Goodman and each of its Subsidiaries
incorporated in Australia satisfy the obligations in
paragraph (i) and (ii) above by 60 days from Goodman
becoming a Wholly-Owned Subsidiary of the Parent and must
satisfy those obligations within 180 days of Goodman
becoming a Wholly-Owned Subsidiary of the Parent;
	 
	(v)	 	the Parent must satisfy the obligations in
paragraph (i) and (ii) within 90 days from the date of this
document in relation to any Group Member which has acquired
or acquires any assets or shares comprised in the
acquisition of the Fleischmann business unit from Kraft
Foods International Inc.; and
	 
	(vi)	 	notwithstanding the foregoing, or any other
provision of any Transaction Document:






	(A)	 	no more than 65% of the voting
Equity Interests of any “controlled foreign
corporation” within the meaning of section 957 of the
Code (“Controlled Foreign Corporation”) shall be
pledged to secure the obligations of a “United States
Person” within the meaning of section 957 of the Code
(“United States Person”) under any Transaction
Document; and
	 
	(B)	 	no Controlled Foreign
Corporation shall be required to become a Group
Security Provider or otherwise to Guarantee the
obligations of any United States Person under any
Transaction Document,





	 	 	provided however that the Parent must not create or
acquire any entity that would be a Controlled Foreign
Corporation of a United States Person from and after its
creation or acquisition, other than Controlled Foreign
Corporations of a United States Person that exist at the
time of the direct or indirect acquisition of such United
States Person.






	(b)	 	If it is or becomes reasonably practicable or not too
expensive for any Group Member that has total assets of AUD2,000,000
or more, consistent with the laws of the relevant jurisdiction, to
execute in favour of the Security Trustee a Security that it has not
already given to the Security Trustee, the Parent must ensure,
promptly after request from the Facility Agent or after the Parent
otherwise becomes aware that it can be so done, that:




64









 












	(i)	 	the entity executes that Security, or any
other document, as the Facility Agent (acting on the
instructions of a Majority of Subscribers) requires; and
	 
	(ii)	 	it or the entity provides the Facility
Agent with such evidence and information (such as legal
opinions) in relation to its execution of those documents,
and in such period, as the Facility Agent (acting on the
instructions of a Majority of Subscribers) reasonably
requires.






	(c)	 	If:






	(i)	 	a Group Member or other entity is required
to become a Group Security Provider under this subclause;
and
	 
	(ii)	 	that Group Member or other entity is an
obligor in relation to any Financial Indebtedness (other
than Financial Indebtedness permitted under this document),






	 	 	the Parent must ensure, by the time that Group Member or entity is
required to become a Group Security Provider, that its obligations
in relation to that Financial Indebtedness are released, or that
they are either unsecured obligations or secured under the
Securities as Priority 2 Debenture Stockholder’s Debt, Priority 3
Debenture Stockholder’s Debt or Priority 4 Debenture Stockholder’s
Debt (each as defined in the Security Trust Deed) and that (in any
such case) the granting by that Group Security Provider of its
Securities is not a breach of the terms of that Financial
Indebtedness.






	5.7	 	Introduction of a new Borrower






	(a)	 	Subject to paragraph (d), the Parent may propose to the
Facility Agent that a Group Security Provider that is both:






	(i)	 	incorporated and carrying on business in
Australia, the Netherlands, United Kingdom, Germany or the
United States of America; and
	 
	(ii)	 	a “Debtor” as defined in the Guarantee and
Indemnity (as that term is defined in the Security Trust
Deed),






	 	 	become an additional Borrower for the purposes of this document and
the Facility Agreements.






	(b)	 	If the Parent makes a request under paragraph (a), and the
Facility Agent (acting on the instructions of a Super-Majority of
Subscribers) agrees, the Parent must ensure that the proposed
Borrower becomes a Borrower for the purposes of this document and
Facility Agreements by executing, and ensuring that the existing
Borrowers and the proposed Borrower execute, such accession and
other documentation as the Facility Agent requires, and by providing
the Facility Agent with such evidence and information (such as legal
opinions) in relation to the execution of those documents as the
Facility Agent reasonably requires in order to give effect to that
accession to the Facility Agent’s satisfaction.




65









 












	(c)	 	A Group Member may only accede to this document and the
Facility Agreements as a new Borrower on the basis that it shares in
the Commitments of the existing Borrower in the same jurisdiction
(or, in the case of a Group Member that is incorporated in the
United Kingdom or the Netherlands, in the Commitments of the
existing Borrower in Germany). The documentation executed in
accordance with paragraph (b) must make such consequential changes
to this document and the Facility Agreements as are necessary to
give effect to this.
	 
	(d)	 	The Parent may only add one Borrower in each of Australia and
the United States of America and two in aggregate in any of the
Netherlands, United Kingdom and Germany.






	5.8	 	Excluded Subsidiaries






	(a)	 	The Parent may procure the Liquidation of any Subsidiary
(other than a Borrower) if:






	(i)	 	the Parent determines that such Liquidation
is in the best interests of the Group;
	 
	(ii)	 	the effect of such Liquidation will not be
adverse to the rights and interests of the Subscribers in
any material respect; and
	 
	(iii)	 	such Liquidation is accomplished in
accordance with this clause 5.8.






	 	 	(any Subsidiary to be so liquidated being referred to herein as an
“Excluded Subsidiary”).






	(b)	 	The Parent must ensure that:






	(i)	 	the Liquidation of any Excluded Subsidiary
is conducted as a solvent Liquidation (in relation to any
obligation owed by the Excluded Subsidiary to any person
other than a Group Member);
	 
	(ii)	 	the Liquidation process (once commenced) is
pursued and completed diligently; and
	 
	(iii)	 	any property of the Excluded Subsidiary is
distributed to the Parent or another Subsidiary in which
the Parent has at least the same effective ownership
interest as it has in the Excluded Subsidiary (and which,
if the Excluded Subsidiary was a Group Security Provider,
must also be or become a Group Security Provider), or is
otherwise dealt with in accordance with clause 7.






	(c)	 	The representations and warranties in clauses 4.1(a), (b)(i),
(d)(iii), (e), (m) and (o) do not apply in relation to an Excluded
Subsidiary to the extent that the representation and warranty would
be incorrect because the Excluded Subsidiary is in the process of
being Liquidated in accordance with paragraph (b).
	 
	(d)	 	The release of any Security by an Excluded Subsidiary which
is required in order to permit or is necessary as a consequence of
the Liquidation is taken to have been permitted for all relevant
purposes under each Transaction Document.




66









 












	5.9	 	Underwriters’ fees






	 	 	On the first Drawdown Date, the Parent must pay each Initial Subscriber
that the Arrangers have identified to the Parent as an underwriter such
fee for participating in the underwriting of the Facilities as the
Arrangers direct, as long as the aggregate amount payable by the Parent
does not exceed the underwriting fee that the Parent and the Lead
Arranger and Underwriter agreed in a letter agreement dated 11 December
2002.






	5.10	 	Facility Agent’s fee and expenses






	 	 	The Parent must pay the Facility Agent such fee and expenses for acting
in that capacity as the Parent and the Facility Agent agree in a letter
agreement entered into on or around the date of this document.






	5.11	 	Negotiation of bilateral facilities






	(a)	 	The parties acknowledge that the Parent prefers if possible
that each Borrower be able to borrow in its domestic currency from a
Subscriber operating through a lending office in that Borrower’s
jurisdiction of incorporation.
	 
	(b)	 	The parties agree to consider in good faith any proposal to
amend the arrangements reflected in this document and the Facility
Agreements to permit one or more Borrowers to enter into one or more
bilateral loan facility agreements with one or more Subscribers on
the basis that:






	(i)	 	any such bilateral facility agreement is
agreed by the Parent and the Facility Agent (on the
instructions of all Subscribers) to be a Facility Agreement
for the purposes of this agreement;
	 
	(ii)	 	the Commitments under the existing Facility
Agreements will be reduced to reflect the new funding
commitments under the proposed bilateral facility
agreements; and
	 
	(iii)	 	such other consequential amendments are
made to this document and the existing Facility Agreements
as the Parent and the Facility Agent (on the instructions
of all Subscribers) agree are necessary to give effect to
this.






	5.12	 	Offer Undertakings






	 	 	The Parent shall procure BPC1:
	 
	 	 	Goodman shares






	(a)  (i)	 	immediately upon satisfying the requirements of ss
661A(1) or 661A(3) of the Corporations Act 2001 (whichever occurs
earlier), promptly gives the Facility Agent notice of satisfying
those requirements and that BPC1 does not extend the offer period
for the Offer after that time without the consent of the Facility
Agent;






	(ii)	 	exercises any and all rights which it has under Part
6A.1 of the Corporations Act 2001 to compulsorily acquire all
ordinary shares in Goodman (including,




67









 






	 	 	without limitation, any
Goodman ordinary shares issued within 6 weeks of the close of the
Offer as a result of the exercise of Goodman options) so that, in
all events, BPC1 lodges a compulsory acquisition notice with the
Australian and Securities Investment Commission pursuant to s
661B(1) of the Corporations Act 2001 no later than 5 Business
Days after the close of the Offer;
	 
	(iii)	 	if the Offer becomes or is declared unconditional,
promptly gives to the Facility Agent a copy of the notification
by BPC1 under the Corporations Act 2001 that the Offer is
unconditional; and
	 
	(iv)	 	promptly gives the Facility Agent notice of the waiver
or satisfaction of any condition in the Offer;






	(b)	 	if, during or at the close of the Offer, BPC1 has not satisfied
the requirements of ss 661A(1) or 661A(3) of the Corporations Act
2001 in relation to Goodman ordinary shares, but at any time after
the close of the Offer BPC1 becomes a “90% holder” of Goodman
ordinary shares within the meaning of s 664A(1) and (2) of the
Corporations Act 2001, immediately upon BPC1 becoming a “90% holder”
of Goodman ordinary shares to exercise any and all rights which it
has under Part 6A.2 of the Corporations Act 2001 to compulsorily
acquire any ordinary shares in Goodman so that, in all events, BPC1
lodges a compulsory acquisition notice with the Australian Securities
and Investments Commission pursuant to s 664C(2)(a) of the
Corporations Act 2001 no later than 5 Business Days after becoming a
“90% holder” of Goodman ordinary shares;






	 	 	Goodman options






	(c)	 	prior to making the Options Offer, to use all reasonable
endeavours to obtain a modification of Chapters 6 and 6A of the
Corporations Act 2001 from the Australian Securities and Investments
Commission so that all Goodman options are treated as a single class
of securities for the purposes of the Options Offer;





	(d)  (i)	 	immediately upon satisfying the requirements of ss 661A(1)
or 661A(3) of the Corporations Act 2001 (whichever occurs earlier) in
relation to the options, promptly gives the Facility Agent notice of
satisfying those requirements and does not extend the offer period
for the Options Offer after that time without the consent of the
Facility Agent;






	(ii)	 	exercises any and all rights which it has under Part 6A.1
of the Corporations Act 2001 to compulsorily acquire or
compulsorily procure the cancellation of all options in Goodman so
that, in all events, BPC1 lodges a compulsory acquisition notice
with the Australian and Securities Investments Commission pursuant
to s 661B(1) of the Corporations Act 2001 no later than 5 Business
Days after the close of the Options Offer;
	 
	(iii)	 	if the Options Offer becomes or is declared
unconditional, promptly gives to the Facility Agent a copy of the
notification by BPC1 under the Corporations Act 2001 that the
Options Offer is unconditional; and
	 
	(iv)	 	promptly gives the Facility Agent notice of the waiver or
satisfaction of any condition in the Options Offer;




68









 












	(e)	 	if, during or at the close of the Options Offer, BPC1 has not
satisfied the requirements of ss 661A(1) or 661A(3) of the
Corporations Act 2001 in relation to Goodman options, but at any time
after the close of the Options Offer BPC1 becomes a “90% holder” of
Goodman options within the meaning of s 664A(1) and (2) of the
Corporations Act 2001, immediately upon BPC1 becoming a “90% holder”
of Goodman options to exercise any and all rights which it has under
Part 6A.2 of the Corporations Act 2001 to compulsorily acquire any
Goodman options so that, in all events, BPC1 lodges a compulsory
acquisition notice with the Australian Securities and Investments
Commission pursuant to s 664C(2)(a) of the Corporations Act 2001 no
later than 5 Business Days after becoming a “90% holder” of Goodman
options;







	 	 	Goodman shares and options






	(f)	 	if BPC1 receives a request for a statement of the names and
addresses of the remaining holders of Goodman ordinary shares or
options pursuant to ss 661D(1) or 664C(1)(c)(i) of the Corporations
Act 2001, as the case may be, immediately to provide such written
statement to the person who requested it; and
	 
	(g)	 	if court proceedings are commenced to object to the compulsory
acquisition of Goodman ordinary shares or options pursuant to Part
6A.1 or Part 6A.2 of the Corporations Act 2001, to use all reasonable
endeavours to expedite such court proceedings and to ensure that the
court finally determines such proceedings as soon as possible; and
	 
	(h)	 	to complete the compulsory acquisition of any Goodman ordinary
shares pursuant to s666B of the Corporations Act 2001 or options
pursuant to the Corporations Act 2001 immediately upon becoming
entitled to do so pursuant to Part 6A.1 or Part 6A.2 of the
Corporations Act 2001, as the case may be.






	 	 	In this clause 5.12 all references to the Corporations Act 2001
are references to the Corporations Act 2001 (Cth) and includes all
statutes, regulations, proclamations, ordinances, by-laws and
declarations of any Government Agency modifying, varying,
consolidating or replacing it, including in relation to its
application to BPC1, the Offer and any Options Offer, and are to be
taken to be subject to any exemption granted to the Parent or BPC1
(as the case may be) from compliance with it.






	5.13	 	Supplemental Securities






	 	 	To the extent that the Facility Agent has not received on or before the
first Drawdown Date the Supplemental Securities together with such
evidence and information (such as legal opinions) in relation to the
execution of the Supplemental Securities as the Facility Agent (acting on
the instructions of the Majority of Subscribers) reasonably requires, the
Parent must ensure that the Supplemental Securities are executed by the
relevant Group Security Provider and the evidence and information
provided to the Facility Agent, in form and substance satisfactory to the
Facility Agent acting reasonably, as soon as reasonably practicable and
in any event within 90 days of the first Drawdown Date.




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	6.	 	DELETED






	7.	 	ASSET DISPOSALS AND ACQUISITIONS






	7.1	 	Permitted asset disposals outside Group Members






	(a)	 	Subject to paragraph (c), the Parent must ensure that a Group
Member only disposes of property to a person other than a Group
Member:






	(i)	 	if the disposal is made on an arm’s length
basis;
	 
	(ii)	 	to the extent that the Net Disposal
Proceeds are in cash and are not proceeds from the
disposition of Excluded Assets, if they are dealt with in
accordance with paragraph (b); or
	 
	(iii)	 	to the extent that the Net Disposal
Proceeds are not in cash, if the property acquired as
consideration for the disposal:






	(A)	 	is either promissory notes or
debt securities not exceeding in aggregate
AUD15,000,000 (in relation to all disposals permitted
under this sub-paragraph) at any time or a business
or company that principally conducts the
manufacturing, processing or distribution of food
ingredients, consumer branded food products or
non-alcoholic beverages; and
	 
	(B)	 	otherwise complies (and that
the Parent complies) with clauses 7.3(a)(ii), (b),
(c), (d) and (e).






	(b)	 	If a Group Member disposes of property (other than Excluded
Assets) and paragraph (a)(ii) applies:






	(i)	 	the Parent must ensure that an amount equal to
25% of the instalment of Net Disposal Proceeds is immediately
on receipt applied towards repayment of outstanding Funding
Portions or by reducing the Paid Up Amount of Term Debentures
under the Term A Facility Agreement, in accordance with clause
8.2 of the Term A Facility Agreement and repayment of advances
under the Term B Facility Agreement in accordance with section
2.13 of the Term B Facility Agreement ; and
	 
	(ii)	 	the Parent must ensure that an amount equal to
75% of the instalment of Net Disposal Proceeds is deposited
immediately on receipt into the Investment Account, on the
basis that it will become a Repayment Amount to the extent
that it is not reinvested in accordance with clause 7.3 within
182 days (or, if a Group Member has entered within 182 days
into an agreement with a person who is not a Group Member to
purchase property in accordance with clause 7.3, within a
further period of 90 days, immediately after expiry of that
period).






	(c)	 	Despite paragraphs (a) and (b), a Group Member may dispose
of:




70









 












	(i)	 	trading stock or obsolete or surplus assets on an
arm’s length basis in a transaction that is entered into in
the ordinary course of the ordinary business of the Group; or
	 
	(ii)	 	other property on an arm’s length basis, if the
aggregate arm’s length value of all such property that is
disposed of by Group Members in the then current Financial
Year is less than AUD20,000,000 (or its equivalent, calculated
at the Spot Rate at the time of the disposal); or
	 
	(iii)	 	GF Program Receivables pursuant to the GMF
Securitisation Facility in an aggregate outstanding amount at
any time not in excess of the Threshold Amount; or
	 
	(iv)	 	the Gelatin Disposal,






	 	 	without the proceeds of the disposal being required to be
dealt with in accordance with paragraphs (a) and (b).






	7.2	 	Permitted asset disposals to Group Members






	(a)	 	Subject to paragraph (b), the Parent must ensure that a Group
Member only disposes of property to another Group Member on the
following basis:






	(i)	 	the Parent or a Wholly-Owned Subsidiary may
only dispose of property to the Parent or a Wholly-Owned
Subsidiary;
	 
	(ii)	 	a Group Security Provider may only dispose
of property that is subject to a Security to another Group
Security Provider, and only if the Facility Agent is
satisfied that the property as acquired by the second Group
Security Provider will be subject to a Security that is
satisfactory to the Facility Agent; and
	 
	(iii)	 	a Majority-Owned Subsidiary may only
transfer property to the Parent, a Wholly-Owned Subsidiary
or another Majority-Owned Subsidiary in which the Parent
has at least the same effective ownership interest.






	(b)	 	A Group Member may also dispose of property to another Group
Member:






	(i)	 	in a transaction that is permitted under
clause 5.3(a), (c), (e) or (g);
	 
	(ii)	 	if the property is trading stock or
obsolete or surplus assets and the disposal is made on an
arm’s length basis in a transaction that is entered into in
the ordinary course of the ordinary business of the Group;
	 
	(iii)	 	in accordance with clause 5.8; or
	 
	(iv)	 	with the consent of the Facility Agent
(acting on the instructions of a Majority of Subscribers).




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	7.3	 	Permitted business acquisitions






	(a)	 	Subject to paragraph (f), the Parent must ensure that a Group
Member only acquires an interest in a business or company if:






	(i)	 	the business or company principally
conducts the manufacturing, processing or distribution of
food ingredients, consumer branded food products or
non-alcoholic beverages;
	 
	(ii)	 	the ratio of:






	(A)	 	Net Priority 1 Debt as at the end of
the previous Financial Quarter or on the last day of the
previous Financial Year (whichever day is more recent);






	 	 	to






	(B)	 	the consolidated EBITDA of the Group
and the acquired business or company over the period of
12 months ending on the last day of the previous
Financial Quarter or on the last day of the previous
Financial Year (whichever day is more recent),






	 	 	does not exceed 2.75:1.






	(b)	 	As soon as reasonably practicable after a Group Member makes
an acquisition of a type described in clause 7.3(a)(i), but no later
than 30 days after the acquisition (unless otherwise agreed between
the Parent and Facility Agent), the Parent must provide the Facility
Agent with:






	(i)	 	such due diligence reports in relation to
the acquisition as it may have obtained from accounting,
legal, technical, engineering, environmental and other
professional advisers (which must be reputable and
industry-recognised in their respective areas of
expertise); and
	 
	(ii)	 	the terms of engagement and scope of those
reports.






	(c)	 	As soon as reasonably practicable after a Group Member makes
an acquisition of a type described in clause 7.3(a)(i), but no later
than 30 days after the acquisition, the Parent must provide the
Facility Agent with a certificate, signed by a director or the
principal accounting officer of the Parent, that sets out:






	(i)	 	the ratio referred to in clause 7.3(a)(ii)
together with such details as are required to demonstrate
the calculation of the ratio; and
	 
	(ii)	 	details of the business strategy for the
acquired business or company for the current and next 2
full Financial Years, together with an analysis of the
anticipated impact of the acquisition on the Debt Service
Cover Ratios, Gearing Ratios, Interest Cover Ratios and
Senior Interest Cover Ratios for the Group for each of
those periods.






	(d)	 	Within 5 days after a Group Member makes an acquisition of a
type described in clause 7.3(a)(i), the Parent must provide the
Facility Agent with a certificate, signed




72









 






	 	 	by a director of the
Parent on behalf of the board of the Parent, stating that the board
has:






	(i)	 	approved the acquisition; and
	 
	(ii)	 	confirmed that the proposed acquisition
will not give rise to an Event of Default or Potential
Event of Default.






	(e)	 	If a Group Member acquires an interest in a business or
company that has total assets of AUD2,000,000 or more, the Parent
must ensure that the Group Member that acquires the interest, or (at
the option of the Facility Agent) each Group Member that holds
shares or other ownership interests in that Group Member:






	(i)	 	executes such Securities and other
documents as the Facility Agent reasonably requires,
consistent with the laws of the relevant jurisdiction,
except to the extent that the Parent demonstrates to the
reasonable satisfaction of the Facility Agent (acting on
the instructions of a Majority of Subscribers) that it is
not reasonably practicable or it is too expensive to do so;
and
	 
	(ii)	 	provides the Facility Agent with such
evidence and information (such as legal opinions) in
relation to its execution of those documents, as the
Facility Agent reasonably requires,






	 	 	promptly after the acquisition is completed.






	(f)	 	Despite paragraph (a), the Parent may also permit a Group
Member to acquire:






	(i)	 	a business or company that principally conducts
the manufacturing, processing or distribution of food
ingredients, consumer branded food products or non-alcoholic
beverages if the arm’s length acquisition cost is less than
AUD30,000,000 (or its equivalent), and none of the acquisition
cost is funded by a withdrawal from an Investment Account; and
	 
	(ii)	 	all of the issued shares or any other equity
interests in New Zealand Dairy Foods Holdings Limited on an
arm’s length basis so long as:






	(A)	 	the Parent receives and furnishes to
the Facility Agent any report relating to the fairness
and reasonableness of the transaction to the
shareholders of the Parent (other than Rank Group
Limited and its associates) which is required to be
prepared under the ASX Listing Rules or the Corporations
Act from an independent expert who must be reputable and
industry recognised; and
	 
	(B)	 	after giving pro forma effect thereto
(including the financing therefor), the Gearing Ratio as
at the end of the previous Financial Year or Financial
Quarter (whichever is more recent) would be at least
0.50 to 1.00 less than the maximum permitted Gearing
Ratio at such time pursuant to clause 5.4(b).






	(g)	 	The Parent must ensure that no Group Member or (to the extent
within the Parent’s control) Associate acquires a business or
company that does not




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	 	 	principally conduct the manufacturing,
processing or distribution of food ingredients, consumer branded
food products or non-alcoholic beverages , without the consent of
the Facility Agent (acting on the instructions of all the
Subscribers).






	7.4	 	Investment Account






	(a)	 	The Parent must:






	(i)	 	procure that one or more Group Security
Providers establish one or more accounts denominated in
Australian Dollars, Canadian Dollars, Euro, New Zealand
Dollars or United States Dollars with the Co-Trustee or one
or more Subscribers or Lenders (but with no more than 4
Subscribers in aggregate) on the Co-Trustee’s or the
relevant Subscriber’s or Lender’s usual market terms for
accounts of that nature, each entitled “Burns Philp –
Investment Account”; and
	 
	(ii)	 	ensure that each of those accounts is the
subject of a valid and perfected first-priority Security in
favour of the Security Trustee (on such terms as the
Facility Agent reasonably requires), supported by such
other documentation and opinions as the Facility Agent
reasonably requires,






	 	 	before a deposit is required to be made into the account under this
document.






	(b)	 	Each Investment Account must be established under the control
of the Security Trustee, and in the name and for the account of the
relevant Group Security Provider but on the basis that it is subject
to this clause.
	 
	(c)	 	The Parent must ensure that each Investment Account is
maintained in order, and ensure that it remains in credit, at all
times.
	 
	(d)	 	Interest that accrues on an Investment Account is to be paid
in accordance with the terms of the relevant Investment Account to
such other account as the Parent directs.
	 
	(e)	 	A Group Security Provider, by giving an appropriately
completed IA Withdrawal Request to the Facility Agent and the
Security Trustee at least 3 Business Days before the proposed
withdrawal date, may require the Security Trustee to permit it to
withdraw money standing to the credit of its Investment Account
(other than a Repayment Amount) if:






	(i)	 	no Event of Default or Potential Event of Default
has occurred and is continuing; and





	(ii) (A)	 	it or another Group Security Provider immediately
applies the withdrawn amount towards the purchase of a
business or company that principally conducts the
manufacturing, processing or distribution of food ingredients,
consumer branded food products or non-alcoholic beverages; or






	(B)	 	it or another Group Security Provider
has applied an amount equal to the withdrawn amount,
funded from other sources, within the




74









 






	 	 	previous 90 days
towards the purchase of a business or company that
principally conducts the manufacturing, processing or
distribution of yeast or food ingredients, consumer
branded food products or non-alcoholic beverages,






	 	 	in accordance with clause 7.3(a).






	(f)	 	A Group Security Provider, by giving an appropriately
completed IA Withdrawal Request to the Facility Agent and the
Security Trustee at least 3 Business Days before the proposed
withdrawal date, may also require the Security Trustee to permit it
to withdraw money standing to the credit of its Investment Account
(other than a Repayment Amount) in order to purchase a business or
company that principally conducts the manufacturing, processing or
distribution of food products or beverages with the consent of the
Facility Agent (acting on the instructions of a Majority of
Subscribers).
	 
	(g)	 	An amount standing to the credit of an Investment Account may
only be withdrawn in accordance with this clause.






	7.5	 	Application of Repayment Amounts






	 	 	The Parent must ensure that any Repayment Amount that has become a
Repayment Amount under clause 7.1(b)(ii), is applied toward repayment of
outstanding Funding Portions by reducing the Paid Up Amount of Term
Debentures under the Term A Facility Agreement in accordance with clause
8.2 of the Term A Facility Agreement and
repayment of outstanding advances under the Term B Facility Agreement in
accordance with section 2.13 of the Term B Facility Agreement within 90
days.






	8.	 	DEFAULT






	8.1	 	Events of Default






	 	 	Each of these events or circumstances is an Event of Default:






	(a)	 	(non-payment of principal) if a Borrower fails to pay any
amount of principal that is due and payable by it under any
Transaction Document when it is due;
	 
	(b)	 	(non-payment of other amounts) if a Group Party fails to pay
any amount other than principal that is due and payable by it under
any Transaction Document within 2 Business Days of its due date;
	 
	(c)	 	(other obligations) if a Group Party fails to comply with any
of its obligations under any Transaction Document (other than a
failure referred to elsewhere in this clause or a failure to comply
with clause 5.1(f)) and:






	(i)	 	the Facility Agent reasonably considers
that the failure cannot be remedied; or
	 
	(ii)	 	the Facility Agent reasonably considers
that the failure can be remedied, and the failure is not
remedied within 15 Business Days after the Facility Agent
requires the Parent to remedy it;




75









 












	(d)	 	(misrepresentation) if any representation, warranty or
statement made by, or repeated by, any Group Member in or in
connection with any Transaction Document (other than under clause
4.1(d)) is untrue or misleading (whether by omission or otherwise)
in any material respect when so made or repeated;
	 
	(e)	 	(Insolvency Event) if an Insolvency Event occurs in respect
of a Group Party or any other Subsidiary, other than a Liquidation
of an Excluded Subsidiary in accordance with clause 5.8;
	 
	(f)	 	(maintenance of capital) if the Parent passes a resolution:






	(i)	 	to permit the giving of financial
assistance, whether directly or indirectly, for the purpose
of, or in connection with, an acquisition or proposed
acquisition by a person of shares or of any right or
interest in shares in it or in any holding company of it;
	 
	(ii)	 	for the reduction of its share capital
(including the purchase of its shares but excluding a
redemption of redeemable shares) except as permitted under
this agreement; or
	 
	(iii)	 	to limit its ability to make calls on its
uncalled share capital,






	 	 	without the consent of the Facility Agent;






	(g)	 	(Material Adverse Effect) if an event or a change occurs or a
series of events or changes occur which have or is or are likely to
have a Material Adverse Effect
(excluding any event or change that may arise as a consequence of
the announcement or consummation of the Offer or the financing for
the Offer);
	 
	(h)	 	(cross-default) if:






	(i)	 	any Financial Indebtedness of any Group
Member in an amount exceeding AUD40,000,000 (or its
equivalent) becomes due for payment or delivery (other than
at the option of the relevant Group Member) before the
stated maturity of that Financial Indebtedness as a result
of a default or event of default (however described)
(except in the case of the Existing Senior Loan Agreements
or any Financial Indebtedness of Goodman or any of its
Subsidiaries prior to Goodman becoming a Wholly-Owned
Subsidiary of the Parent);
	 
	(ii)	 	an agreement by any person with any Group
Member to provide or underwrite financial accommodation in
an amount exceeding AUD40,000,000 (or its equivalent), or
to acquire or assume any risk in respect of Financial
Indebtedness in an amount exceeding AUD40,000,000 (or its
equivalent), is prematurely terminated as a result of a
default or event of default (however described) (except in
the case of the Existing Senior Loan Agreements or any
Financial Indebtedness of Goodman or any of its
Subsidiaries prior to Goodman becoming a Wholly-Owned
Subsidiary of the Parent); or
	 
	(iii)	 	any money or commodity owing or
deliverable by any Group Member in respect of any Financial
Indebtedness in an amount exceeding




76









 






	 	 	AUD40,000,000 (or its
equivalent) is not paid or delivered when due for payment
or delivery (having regard to any applicable grace period)
(except in the case of the Existing Senior Loan Agreements
or any Financial Indebtedness of Goodman or any of its
Subsidiaries prior to Goodman becoming a Wholly-Owned
Subsidiary of the Parent);






	(i)	 	(creation of Encumbrances) if any Group Member creates or
permits to exist any Encumbrance over any of its property, other
than a Permitted Encumbrance;
	 
	(j)	 	(enforcement of Encumbrances) if any Encumbrance over
property of a Group Member that secures an amount in excess of
AUD20,000,000 becomes enforceable;
	 
	(k)	 	(compulsory acquisition) if all or a material part of the
property of a Group Member is compulsorily acquired by any
Government Agency or a Group Member sells or divests itself of all
or a material part of its property because it is required to do so
by a binding order from a Government Agency, and the Group Member
does not receive compensation for the acquisition, sale or disposal
that is acceptable to the Facility Agent;
	 
	(l)	 	(inability to perform) if a Group Member ceases for any
reason to be able lawfully to carry out all the transactions that
any Transaction Document contemplates may be carried out by it,
unless arrangements satisfactory to the Facility Agent to replace
the relevant provision are not agreed and implemented to the
satisfaction of the Facility Agent within 20 Business Days (or, if
the Parent demonstrates to the satisfaction of the Facility Agent
within that period that it is diligently pursuing a replacement of
the relevant provision and that the relevant provision will be able
to be replaced as required within such longer period as the
Facility Agent may approve, that longer period);
	 
	(m)	 	(Security void) if:






	(i)	 	all or any material provision of any
Security or any other Security Document is or becomes void,
voidable, illegal or unenforceable or of limited force
(other than because of equitable principles or laws
affecting creditors’ rights generally); or
	 
	(ii)	 	a Security is not or ceases to be a valid,
perfected first-priority Security Interest in accordance
with its terms over the property to which it is expressed
to apply;






	 	 	or a Group Member claims this to be the case, unless the Facility
Agent determines in any such case that the affected provision is
not material to the Subscribers’ overall security position;






	(n)	 	(other Transaction Documents void) if all or any material
provision of any Transaction Document other than a Security is or
becomes void, voidable, illegal or unenforceable or of limited force
(other than because of equitable principles or laws affecting
creditors’ rights generally), or a Group Member claims this to be
the case, unless arrangements satisfactory to the Facility Agent to
replace that provision are not agreed and implemented to the
satisfaction of the Facility Agent within 20 Business Days (or, if
the Parent demonstrates to the satisfaction of the Facility Agent
within that period that it is diligently pursuing a replacement of
the




77









 






	 	 	relevant provision and that the relevant provision will be able
to be replaced as required within such longer period as the Facility
Agent may approve, that longer period);






	(o)	 	(Financial Indebtedness) if a Subsidiary incurs Financial
Indebtedness in breach of clause 5.3(b);
	 
	(p)	 	(loss of material Authorisations) if a Group Member ceases to
hold:






	(i)	 	an Authorisation that is necessary to
enable it to properly execute the Transaction Documents and
to carry out the transactions that they contemplate and to
ensure that each Transaction Document is legal, valid,
binding and admissible in evidence; or
	 
	(ii)	 	any material Authorisation that is
necessary to enable it to properly carry on its business
and this has a Material Adverse Effect,






	 	 	and if the Facility Agent reasonably considers that the cessation
can be remedied, the cessation is not remedied within 15 Business
days after the Facility Agent requires the Parent to remedy it;






	(q)	 	(environmental breach) if a Group Member breaches an
Environmental Law that is applicable to it, its business or its
property in a manner that has a Material Adverse Effect.






	8.2	 	Consequences of an Event of Default






	  If an Event of Default has occurred and has not been remedied, the
Facility Agent may notify the Parent that:






	(a)	 	the Subscribers’ obligation to provide the Facilities is
terminated, in which case their obligation to do so terminates
immediately;
	 
	(b)	 	the Commitment of each Subscriber under each Facility
Agreement is cancelled, in which case their Commitments will be
cancelled immediately;
	 
	(c)	 	each outstanding Funding Portion under each Facility
Agreement , any accrued but unpaid interest and all other amounts
outstanding under each Transaction Document are due and payable, in
which case those amounts are immediately due and payable;
	 
	(d)	 	each outstanding Funding Portion under each Facility
Agreement , any accrued but unpaid interest and all other amounts
outstanding under each Transaction Document are due and payable on
demand, in which case those amounts will be due and payable on
demand made at any time; and
	 
	(e)	 	any amount outstanding under a Transaction Document in a
currency other than Australian Dollars is to be converted into
Australian Dollars at the Spot Rate on the date of the declaration
in which case the amount is taken to be converted.






78










 





8.3 Review Event





	(a)	 	A Review Event occurs if none of Mr Graeme Hart (or, in the
event of his incompetence or death, his estate, heirs, executor,
administrator, committee or other personal representative
(collectively, “heirs”), any of his immediate family members (the
“Hart Family”), or any entity controlled directly or indirectly by a
member or members of the Hart Family or any trust for the benefit of
a member of the Hart Family:






	(i)	 	has, or together have, a beneficial interest
(directly or indirectly) in the Parent, calculated on a fully
diluted basis, of at least 35% of the issued share capital of
the Parent; and
	 
	(ii)	 	is, or together are, the single largest
shareholder, or group of shareholders, in the Parent on a
fully diluted basis.






	(b)	 	If a Review Event occurs, the Parent must notify the Facility
Agent within 5 Business Days.
	 
	(c)	 	If a Review Event occurs, the Facility Agent (acting on the
instructions of the Majority of Subscribers), within 30 days after
the Review Event occurs, may notify the Parent that:






	(i)	 	the Subscribers’ obligation to provide the
Facilities is to be terminated;
	 
	(ii)	 	the Commitment of each Subscriber under
each Facility Agreement is to be cancelled; and
	 
	(iii)	 	each outstanding Funding Portion under
each Facility Agreement, any accrued but unpaid interest
and all other amounts outstanding under each Transaction
Document are to become due and payable,






on the day that occurs 90 days after the date of the Facility
Agent’s notice, in which case those obligations terminate, the
Commitments are cancelled and those amounts are due and payable, on
that date.




	(d)	 	The rights of the Facility Agent and the Subscribers under
other provisions of this document and the Facility Agreements (such
as clause 8.2 of this document) are not affected by a notice given
by the Facility Agent under paragraph (c).






	8.4	 	High Yield Note Indenture
	 
	 	 	Notwithstanding any other provision in this document, no Event of Default
or Potential Event of Default will occur if:






	(a)	 	section 4.11 of the High Yield Note Indenture is breached as
a result of the Parent failing to cause Goodman or any of its
Subsidiaries to provide a Guaranty Agreement (as defined in the High
Yield Note Indenture) at the time BPC1 acquires more than 50% of the
ordinary shares of Goodman; or
	 
	(b)	 	an Event of Default (as defined in the High Yield Note
Indenture) occurs under section 6.01(6) of the High Yield Note
Indenture as a result of any default or




79









 






	 	 	acceleration of any Indebtedness (as defined in the High Yield Note
Indenture) of Goodman or any of its Subsidiaries which occurs prior
to the Control Date,






	 	 	in each case unless and until the Trustee (as defined in the High Yield
Note Indenture) (or the Holders (as defined in the High Yield Note
Indenture) of at least 25% in principal amount of the Securities (as
defined in the High Yield Note Indenture)) declares the principal of, and
accrued but unpaid interest on, the Securities (as defined in the High
Yield Note Indenture) to be due and payable.
	 
	9.	 	INCREASED COSTS AND CHANGE OF LAW
	 
	9.1	 	Increased costs






	(a)	 	If:






	(i)	 	a Regulatory Change:






	(A)	 	subjects a Subscriber or any related
body corporate of a Subscriber to any Tax (other than an
Excluded Tax) relating to any Transaction Document;
	 
	(B)	 	changes the basis of taxation of any
payment due or to become due to a Subscriber or a
related body corporate of a Subscriber relating to any
Transaction Document (other than in relation to Excluded
Tax);
	 
	(C)	 	imposes, modifies or deems applicable
any capital, liquidity, reserve or prudential
requirement or requires the making of any special
deposit against or in relation to any assets or
liabilities (actual or contingent) of, deposits with or
for the account of, or loans by, a Subscriber or any
related body corporate of that Subscriber; or
	 
	(D)	 	imposes on a Subscriber or any
related body corporate of that Subscriber any other
condition affecting any Transaction Document; and






	(ii)	 	the result is (directly or indirectly) to:






	(A)	 	increase the cost to that Subscriber,
or any related body corporate of that Subscriber, of the
provision or maintenance by that Subscriber of a
Facility, or the performance by that Subscriber of its
obligations under a Transaction Document;
	 
	(B)	 	reduce:






	(I)	 	the effective rate of
return (on capital, property, deposits or
otherwise) of the Subscriber or any related body
corporate of the Subscriber under a Transaction
Document; or




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	(II)	 	the amount of any payment
received by or for the account of that Subscriber
or a related body corporate of a Subscriber under
a Transaction Document; or






	(C)	 	require that Subscriber or any
related body corporate of that Subscriber to make a
payment or to forgo or suffer a reduction in return on
or calculated by reference to any amount payable to that
Subscriber under a Transaction Document,






	 	 	then that Subscriber must give details to the Facility Agent by
notice, and immediately after receiving that notice the Facility
Agent must give a copy of it to the Parent. After receiving notice
from the Facility Agent stating the nature of the relevant
Regulatory Change, each Borrower must indemnify that Subscriber in
relation to, and must pay to that Subscriber on demand the amount
of, each amount that that Subscriber certifies is necessary to
compensate that Subscriber, or any related body corporate of that
Subscriber, for the additional cost, reduction or payment,
calculated from the day on which it was first incurred by that
Subscriber or the related body corporate of the Subscriber. The
relevant Subscriber must outline the calculation of the amount in
the certificate.
	 
	(b)	 	A reference in paragraph (a) to a related body corporate of a
Subscriber is not limited to its Subscriber Affiliates.






	9.2	 	Indirect cost, reduction or payment
	 
	 	 	A Subscriber may claim compensation under clause 9.1 for:






	(a)	 	any additional cost, reduction or payment that is directly
attributable to a Transaction Document; and
	 
	(b)	 	the proportion of any additional cost, reduction or payment
that the Subscriber certifies is fairly attributable to a
Transaction Document and does not discriminate against the relevant
Borrower.






	9.3	 	Notice of change of law
	 
	 	 	If, in the opinion of a Subscriber:






	(a)	 	a law or a directive or request (whether or not having the
force of law but, if not having the force of law, compliance with
which is in accordance with the general practice of persons to whom
the directive or request is addressed) of any Government Agency not
in effect at the date of this document; or
	 
	(b)	 	an amendment after the date of this document to, or a change
after the date of this document in the interpretation or application
of, a law or a directive or request (whether or not having the force
of law) of a Government Agency,






	 	 	makes or will make it illegal in any jurisdiction, or in the case of a
directive or request after the first Drawdown Date, results or would
result in a breach, contravention or failure to comply with any such
directive or request, for that Subscriber or a Subscriber Affiliate to
continue to participate in a Facility, that Subscriber may give notice (a
“Change of Law Notice”) to the Facility Agent that it considers that this
has happened or that it will




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happen. Immediately after receiving that notice the Facility Agent must
give a copy of it to the Parent.




	9.4	 	Termination and prepayment after change of law
	 
	 	 	If a Subscriber gives a Change of Law Notice:






	(a)	 	its obligation to continue to participate in the relevant
Facility terminates; and
	 
	(b)	 	each Borrower must prepay the amount of that Subscriber’s
Share of each Funding Portion provided to it by repaying the Paid Up
Amount of Debentures recorded in a Register as being held by that
Subscriber, together with any accrued but unpaid interest and any
other amounts (including amounts payable under clause 10.1(e))
outstanding under each Transaction Document that relate to that
Subscriber:






	(i)	 	if the Subscriber considers:






	(A)	 	in the case of a Funding Portion
under the Term A Facility Agreement, that the current
Interest Period for the Funding Portion will expire
before it becomes illegal or impractical for the
Subscriber to participate in the Facility under that
document — on the last day of that Interest Period; or
	 
	(B)	 	in the case of a Funding Portion
under the Revolving Facility Agreement, that the Funding
Portion will mature before it becomes illegal or
impractical for the Subscriber to continue to
participate in the Facility under that document — on its
Maturity Date; or






	(ii)	 	if subparagraph (i) does not apply to the
Funding Portion — immediately.






	10.	 	INDEMNITIES
	 
	10.1	 	General indemnity
	 
	 	 	The Parent must indemnify each Arranger, the Facility Agent, each
Subscriber and each Subscriber Affiliate against, and must pay on demand
the amount of, all losses, liabilities, expenses and Taxes (other than
Excluded Taxes) incurred in connection with:






	(a)	 	any Event of Default, Potential Event of Default or Review
Event;
	 
	(b)	 	any actual or attempted preservation or enforcement, of any
rights under any Transaction Document;
	 
	(c)	 	a Subscriber not providing a Funding Portion to a Borrower
because a condition precedent in clause 2 of this document or clause
3.4 of a Facility Agreement was not satisfied;
	 
	(d)	 	any conversion of an amount denominated in one currency into
another currency after a declaration under clause 8.2;




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	(e)	 	any Funding Portion being repaid or becoming due for
repayment by reducing the Paid Up Amount of a Debenture other than
in accordance with clause 8.3(a) or 8.5 of the Term A Facility
Agreement or clause 7.2 of the Revolving Facility Agreement, or any
other amount required to be paid under any Transaction Document not
being paid on its due date, including losses, liabilities, expenses
and Taxes (other than Excluded Taxes) incurred because of:






	(i)	 	the cancellation, termination or alteration
of any swap or other arrangement made by a Subscriber to
fund its Share of the Funding Portion or to fund all or
part of the other payment; or
	 
	(ii)	 	any liquidation or re-employment of
deposits or other funds acquired by a Subscriber to fund
its Share of the Funding Portion or to fund all or part of
the other payment; and






	(f)	 	acting in good faith on any notice, consent or other
communication that appears on its face to have been given by the
Parent, any other Group Party or an Authorised Representative of the
Parent.






	 	 	Without limiting this, the Parent must also reimburse each Subscriber on
demand for any amount that the Subscriber is obliged to pay to the
Facility Agent under clause 11.17.






	10.2	 	GST






	(a)	 	Without limiting clause 10.1 or any other payment obligation
of any Group Party under any Transaction Document, if any party
other than a Group Party (the “supplier”) must pay GST on any supply
made by it under or in connection with a Transaction Document, then
in addition to any other amount payable, the Group Party which is
the recipient of that supply (the “recipient”) must pay to the
supplier an amount equal to that GST on demand.
	 
	(b)	 	Without limiting clause 10.1 or any other payment obligation
of any Group Party under any Transaction Document, each of the
Borrowers and the Parent must indemnify each party (in this
subclause, the “indemnitee”) other than a Group Party against, and
must pay the indemnitee on demand the amount of, any GST that the
indemnitee must pay in relation to a taxable supply that is made to
it under or in connection with any Transaction Document (including
for the avoidance of doubt in connection with the syndication of the
Facilities), less the amount of any input tax credit to which the
indemnitee is entitled in respect of the payment.
	 
	(c)	 	If a party is entitled to receive a payment under this
subclause, it must provide the recipient of the relevant taxable
supply with a tax invoice within 28 days of receipt of the payment.
	 
	(d)	 	All words in this clause 10.2 have the same meaning as in the
A New Tax System (Goods and Services Tax) Act 1999 unless the
context makes it clear a different meaning is intended.




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	10.3	 	Waiver processing fee
	 
	 	 	The Parent must pay (or procure that a Borrower pays) the Facility Agent
for the account of the Subscribers (to be shared between the Subscribers
equally) a processing fee of AUD4,000 per Subscriber, up to a maximum
amount of AUD60,000, on each occasion that it requests one or more
waivers, consents or agreements of the Facility Agent for which the
Facility Agent requires the instructions or consent of some or all
Subscribers and either the request requires an agreement to amend a
Transaction Document or the request requires a Majority of Subscribers to
seek credit approval to the requested waiver, consent or agreement.
	 
	10.4	 	General costs
	 
	 	 	The Parent must indemnify each Arranger, the Facility Agent, each
Subscriber and each Subscriber Affiliate against, and must pay each such
party on demand the amount of, all Taxes (other than Excluded Taxes) and
reasonable out-of- pocket expenses incurred in connection with:






	(a)	 	the negotiation, preparation, execution and registration of
each Transaction Document; and
	 
	(b)	 	any amendment to, or consent, approval, waiver, discharge or
release of or under any Transaction Document,






	 	 	including legal expenses in all applicable jurisdictions on a full
indemnity basis, travel costs, printing, telecommunications, stamp duties
and other out-of-pocket expenses and expenses incurred in engaging
consultants.






	11.	 	FACILITY AGENT
	 
	11.1	 	Appointment of Facility Agent






	(a)	 	Each Subscriber irrevocably appoints the Facility Agent to
act as its agent, and as the agent of its Subscriber Affiliates from
time to time, under this document, each Facility Agreement and each
other Transaction Document under which the Facility Agent is
expressed to act as agent of the Subscribers. The Facility Agent
accepts this appointment.
	 
	(b)	 	The Facility Agent is authorised to:






	(i)	 	perform the duties expressly imposed on it
by any Transaction Document; and
	 
	(ii)	 	exercise the rights expressly given to it
by any Transaction Document or by any instructions from a
Majority of Subscribers or (where so specified) a
Super-Majority of Subscribers or all the Subscribers, and
any other rights that are reasonably incidental to any of
them.






	 	 	Subject to the other provisions of this clause, this authorisation
may not be varied or withdrawn.




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	(c)	 	The Facility Agent has no obligations in its capacity as
agent for the Subscribers or any Subscriber Affiliates other than
those expressly imposed on it by any Transaction Document.






	11.2	 	Nature of relationship






	(a)	 	The Facility Agent is not a fiduciary for any Subscriber or
any Subscriber Affiliate in connection with any Transaction Document
except as expressly provided in any Transaction Document.
	 
	(b)	 	The Facility Agent is not an agent of or fiduciary for the
Parent or any Group Party.






	11.3	 	Instructions from Majority of Subscribers






	(a)	 	Subject to the other provisions of this clause, the Facility
Agent:






	(i)	 	is not obliged to consult with any
Subscriber or Subscriber Affiliate before exercising a
right (including giving a consent or approval or forming an
opinion) under any Transaction Document except where this
document provides otherwise;
	 
	(ii)	 	must act in accordance with any
instructions of a Majority of Subscribers or, where a
provision requires that the Facility Agent act on the
instructions of a Super-Majority of Subscribers or of all
the Subscribers, on the instructions of a Super-Majority of
Subscribers or of all the Subscribers as appropriate; and
	 
	(iii)	 	must refrain from exercising a right
vested in it in its capacity as agent under any Transaction
Document if so instructed by a Majority of Subscribers,






	 	 	except in relation to amounts due to it in its own right. Any
instructions by a Majority of Subscribers are binding on all
Subscribers and Subscriber Affiliates except where this document or
a Facility Agreement provides that instructions must be provided by
a Super-Majority of Subscribers or all the Subscribers.
	 
	(b)	 	The Facility Agent may refrain from exercising any right
vested in it under any Transaction Document until it has received
instructions from a Majority of Subscribers (or, where required, a
Super-Majority of Subscribers or all the Subscribers) as to whether
it is to be exercised and, if applicable, the way that it is to be
exercised.
	 
	(c)	 	Subject to this document, where the Facility Agent has
requested instructions from a Majority of Subscribers (or, where
required, a Super-Majority of Subscribers or all the Subscribers),
but has not received instructions within the period that it
specified in the request (which period must be reasonable in the
circumstances), the Facility Agent may (but is not obliged to) act
as it considers to be in the best interests of all the Subscribers
and Subscriber Affiliates. Any action taken by the Facility Agent
under this paragraph binds all the Subscribers and Subscriber
Affiliates. The Facility Agent must give a Subscriber on reasonable
request details of any action taken under this paragraph.




85









 












	11.4	 	Information to Subscribers
	 
	 	 	The Facility Agent must:






	(a)	 	promptly give a Subscriber on request a copy of each document
that it receives under clause 2, at the expense of the Parent;
	 
	(b)	 	promptly send to a Subscriber any communication or document
that it receives on behalf of that Subscriber; and
	 
	(c)	 	promptly give each Subscriber a copy or details of each
material communication that it receives from or gives to the Parent
or a Group Party under any Transaction Document in its capacity as
Facility Agent.






	 	 	Unless a Transaction Document specifically provides otherwise, the
Facility Agent is not required to determine the accuracy or completeness
of any document or copy that it receives, or that it gives to another
party.






	11.5	 	Events of Default






	(a)	 	The Facility Agent is not under any obligation to monitor or
enquire whether any party is in breach of its obligations under any
Transaction Document.
	 
	(b)	 	The Facility Agent is not taken to have knowledge that an
Event of Default, a Potential Event of Default or a Review Event has
occurred unless:






	(i)	 	the Facility Agent is aware that a payment
due from a Group Party, and required by this document or a
Facility Agreement to be paid to the Facility Agent, has
not been made; or
	 
	(ii)	 	a Subscriber or a Group Party informs the
Facility Agent that an Event of Default, a Potential Event
of Default or a Review Event has occurred and gives it
details of that event.






	(c)	 	The Facility Agent must notify each Subscriber promptly if it
is taken to have knowledge that an Event of Default, a Potential
Event of Default or a Review Event has occurred.






	11.6	 	Performance of obligations of Facility Agent
	 
	 	 	The Facility Agent may:






	(a)	 	perform any of its obligations under any Transaction Document
by or through its officers, employees or agents, and is not
responsible for any default, negligence or misconduct of any agents
selected by it with reasonable care;
	 
	(b)	 	obtain and pay for expert advice and services it thinks
appropriate;
	 
	(c)	 	refrain from doing anything that would, or in its reasonable
opinion might, contravene any applicable law or a directive or
request (whether or not having the force of law) of a Government
Agency or constitute a breach of trust or of any proper practice
relating to secrecy or confidentiality;




86









 






	(d)	 	do anything that, in its reasonable opinion, is necessary to
comply with any applicable law or a directive or request (whether or
not having the force of law) of a Government Agency; and
	 
	(e)	 	refrain from exercising any right under a Transaction
Document until it has been indemnified or secured to its reasonable
satisfaction against all losses, liabilities, expenses (including
legal expenses on a full indemnity basis and expenses incurred in
engaging consultants) and Taxes (other than Excluded Taxes) that it
would or might incur as a result of doing so.






	11.7	 	Facility Agent may rely on certain matters
	 
	 	 	The Facility Agent may rely:






	(a)	 	on any communication or document reasonably believed by it to
be genuine, correct and properly signed;
	 
	(b)	 	as to matters of fact that might reasonably be expected to be
within the knowledge of the Parent or another Group Party, on a
certificate signed by an Authorised Representative of that entity;
and
	 
	(c)	 	on any advice or statement of any expert, attorney or agent
selected by it.






	11.8	 	Facility Agent may assume certain matters
	 
	 	 	The Facility Agent may assume that any representation or statement made
by a person in a Transaction Document remains true unless a Subscriber or
a Group Party notifies it to the contrary.
	 
	11.9	 	Offices of Subscribers
	 
	 	 	The Facility Agent may assume that the Lending Office of each Subscriber
or Subscriber Affiliate in relation to a Borrower and a Facility is that
specified in the relevant Facility Agreement or in a valid notice of
assignment or Substitution Certificate, unless it receives a notice
specifying another Lending Office that complies with this document.
	 
	11.10	 	Identity of Subscribers
	 
	 	 	The Facility Agent may assume that each Subscriber or Subscriber
Affiliate is the beneficial owner of its rights, and that each Subscriber
is bound by its Commitments, under each Transaction Document, except to
the extent that it receives a valid notice of assignment or Substitution
Certificate from the relevant Subscriber.
	 
	11.11	 	Facility Agent not responsible for monitoring






	(a)	 	Each Subscriber confirms that it:






	(i)	 	has made its own appraisal and
investigation of the business, financial condition, status
and affairs of the Parent and the Group;
	 
	(ii)	 	is solely responsible for continuing that
appraisal and investigation after the date of this
document;




87









 






	(iii)	 	has entered into each Transaction Document
to which it is a party without any inducement from the
Facility Agent; and
	 
	(iv)	 	has made its own appraisal of its financial
return under each Transaction Document.






	(b)	 	Each Subscriber confirms that it and its Subscriber
Affiliates have not relied, and will not rely, on the Facility Agent
at any time to:






	(i)	 	give it any information concerning the
business, financial condition, status or affairs of the
Parent and the Group;
	 
	(ii)	 	investigate the adequacy, accuracy or
completeness of any information given by the Parent or a
Group Member in connection with any Transaction Document
(whether or not the information is given to that Subscriber
by the Facility Agent); or
	 
	(iii)	 	assess or keep under review the business,
financial condition, status or affairs of the Parent and
the Group.






	11.12	 	Disclosure of information concerning the Group
	 
	 	 	Subject to any applicable law, the Facility Agent may disclose to the
Subscribers and their Subscriber Affiliates any information relating to
the business, financial condition, status or affairs of the Parent and
the Group that comes into its possession in its capacity as Facility
Agent, but is not obliged to do so except to the extent that a
Transaction Document expressly requires it to.
	 
	11.13	 	Group not concerned with authority of Facility Agent
	 
	 	 	A Group Party is not entitled to enquire whether any action by the
Facility Agent has in fact been authorised by the Subscribers and, as
between the Parent or any other Group Party and the Subscribers, any
action taken by the Facility Agent concerning any Transaction Document is
taken to be authorised by the Subscribers.
	 
	11.14	 	Receipts and business activities of Facility Agent
	 
	 	 	The Facility Agent may:






	(a)	 	retain for its own benefit any amount received by it for its
own account; and
	 
	(b)	 	accept deposits from, lend money or provide services to, and
generally conduct any banking or other business with, any party to
any Transaction Document and any person connected with any party to
any Transaction Document without having to account to the
Subscribers, their Subscriber Affiliates or any other person.






	11.15	 	Facility Agent as Subscriber
	 
	 	 	If the Facility Agent is also a Subscriber, it has the same rights
concerning its Commitments and Shares as any other Subscriber, and may
exercise those rights as if it were not acting as the Facility Agent.




88









 












	11.16	 	Protection of Facility Agent
	 
	 	 	Neither the Facility Agent nor any of its officers, employees, agents or
related bodies corporate is responsible to any Subscriber or Subscriber
Affiliate for:






	(a)	 	any recital, statement, representation or warranty contained
in any Transaction Document, in any information memorandum or in any
document or agreement referred to or provided for in, or received by
it under, any Transaction Document;
	 
	(b)	 	the execution, validity, effectiveness or sufficiency of any
Transaction Document or any document or agreement referred to or
provided for in, or received by it under, any Transaction Document;
	 
	(c)	 	any failure by the Parent or another Group Party or any other
person to perform its obligations under any Transaction Document; or
	 
	(d)	 	any action taken or not taken by it or them under any
Transaction Document:






	(i)	 	in accordance with any instructions from a
Majority of Subscribers (or, where required, all the
Subscribers); or
	 
	(ii)	 	in any other case, except to the extent of
its wilful misconduct or gross negligence.






	11.17	 	Facility Agent indemnified by Subscribers






	(a)	 	Each Subscriber must severally indemnify the Facility Agent
for its own account against, and must pay the Facility Agent on
demand the amount of, its proportion (which equals the proportion
that its Commitment bears to the Total Commitment) of all losses,
liabilities, expenses (including legal expenses on a full indemnity
basis and expenses incurred in engaging consultants) and Taxes
(other than Excluded Taxes) that the Facility Agent properly incurs
in connection with the performance or attempted performance of its
functions as Facility Agent, except to the extent that they:






	(i)	 	have been finally paid by the Parent under
clause 10; or
	 
	(ii)	 	are incurred because of the Facility
Agent’s wilful misconduct or gross negligence.






	(b)	 	No payment by a Subscriber under this subclause affects the
obligations of the Parent under clause 10. A payment by a
Subscriber under this subclause constitutes a loan of that amount by
that Subscriber to the Parent that:






	(i)	 	accrues interest at the Default Rate for
each Default Interest Period as if it were an unpaid amount
under a Transaction Document; and
	 
	(ii)	 	must be repaid to the Facility Agent
together with its accrued interest on demand for the
account of that Subscriber.




89









 












	11.18	 	Change of Facility Agent






	(a)	 	Subject to this subclause, the Facility Agent may resign as
agent by giving at least 30 days’ notice to the Parent and the
Subscribers.
	 
	(b)	 	Subject to this subclause, the Facility Agent may be removed
as agent by notice from a Majority of Subscribers that:






	(i)	 	is given with the consent of the Parent
(which consent may not be unreasonably withheld or
delayed); and
	 
	(ii)	 	takes effect at least 30 days after the
date of receipt of the notice by the Facility Agent.






	(c)	 	No resignation or removal under this subclause takes effect
until a successor Facility Agent has been appointed either:






	(i)	 	by a Majority of Subscribers with the
consent of the Parent (which consent may not be
unreasonably withheld or delayed); or
	 
	(ii)	 	where a Majority of Subscribers have not
appointed a successor within 30 days of the date of receipt
of the notice of resignation or removal, by the Facility
Agent with the consent of the Parent (which consent may not
be unreasonably withheld or delayed),






	 	 	and has accepted that appointment in a manner that binds it to
perform the obligations of the Facility Agent under each
Transaction Document.
	 
	(d)	 	The retiring Facility Agent, at its own cost, must give the
successor Facility Agent any documents and assistance that it
reasonably requests for performing its functions as Facility Agent
under any Transaction Document.
	 
	(e)	 	On the appointment of a successor Facility Agent:






	(i)	 	the successor Facility Agent succeeds to
the position of the retiring Facility Agent;
	 
	(ii)	 	the retiring Facility Agent is discharged
from any further obligations under any Transaction
Document, but without affecting any accrued rights or
obligations;
	 
	(iii)	 	the indemnities under any Transaction
Document in favour of the retiring Facility Agent survive
concerning matters occurring before the appointment of the
successor Facility Agent, and the retiring Facility Agent
continues to have the benefit of this clause; and
	 
	(iv)	 	the successor Facility Agent and the other
parties to each Transaction Document have the same rights
and obligations as if the successor Facility Agent had been
a party to each Transaction Document in place of the
Facility Agent.




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	11.19	 	Dealings with Facility Agent
	 
	 	 	The Subscribers and their Subscriber Affiliates on the one hand, and the
Group Parties on the other hand, must only deal with each other in
relation to matters affecting the Transaction Documents through the
Facility Agent in accordance with this document, except to the extent
that a Transaction Document expressly provides otherwise.
	 
	11.20	 	Facility Agent may instruct Security Trustee






	(a)	 	Each Subscriber agrees for the benefit of the Security
Trustee that any instruction that the Facility Agent gives the
Security Trustee in relation to the Security Trust Deed, the
Debenture Trust Deed or any other Security Document will be taken,
to the extent necessary, to have been given by a Majority of
Subscribers, and that the Security Trustee may assume this to be the
case without enquiry.
	 
	(b)	 	Each Subscriber acknowledges that the Facility Agent will
hold the benefit of the promise in paragraph (a) on trust for the
Security Trustee.






	12.	 	REDISTRIBUTION OF PAYMENTS BETWEEN SUBSCRIBERS
	 
	12.1	 	Notice of direct receipts
	 
	 	 	A Subscriber must notify the Facility Agent promptly if it receives or
recovers an amount payable under this document (including by exercising a
banker’s lien or right of set-off or combination of accounts), setting
out details of the receipt or recovery, unless the amount is:






	(a)	 	received from the Facility Agent or the Security Trustee; or
	 
	(b)	 	paid by an assignee, transferee or subparticipant of the
rights or obligations of that Subscriber.






	12.2	 	Redistribution of excess payments






	If:	 	 
	 
	(a)	 	a Subscriber must notify the Facility Agent under clause 12.1
of an amount that it has received or recovered; and
	 
	(b)	 	that amount would have been distributed among some or all of
the Subscribers if it had been paid to the Facility Agent,




	        then:




	(c)	 	that Subscriber must promptly pay that amount to the Facility
Agent; and
	 
	(d)	 	the Facility Agent must distribute the amount received by it
to the Subscribers in accordance with their entitlements.






	12.3	 	Reimbursement following clawback






	 	 	If:




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	(a)	 	a Subscriber has made a payment to the Facility Agent under
clause 12.2 in respect of an amount that it has received or
recovered;
	 
	(b)	 	the Facility Agent has distributed that payment; and
	 
	(c)	 	that Subscriber is obliged to refund that amount under any
law relating to bankruptcy, winding up or the protection of
creditors,
	 
	then, on demand by that Subscriber through the Facility Agent, each other
Subscriber must repay to the Facility Agent for the account of that
Subscriber all, or the part corresponding to the proportion of the amount
which that Subscriber is obliged to refund, of the amount distributed to
it by the Facility Agent.







	12.4	 	Borrowers remain liable
	 
	 	 	As between the Group Parties and a Subscriber, any amount that is:






	(a)	 	paid by that Subscriber to the Facility Agent under clause
12.2; or
	 
	(b)	 	repaid by that Subscriber to the Facility Agent for the
account of another Subscriber under clause 12.3,






	is taken not to have been paid to that Subscriber, and the relevant Group
Party must immediately pay the amount to the Facility Agent for the
account of that Subscriber.







	12.5	 	Failure of all Subscribers to join in litigation






	A Subscriber may not share in an amount under clause 12.2 if the amount
was recovered as a result of legal proceedings, and the Subscriber was
asked by the Facility Agent to participate in those proceedings or to
share the costs of those proceedings but did not do so.







	12.6	 	Calculation of foreign currency amounts






	If:	 	 
	 
	(a)	 	the Facility Agent considers in good faith that it is
necessary for the purposes of any calculation under this document or
a Facility Agreement that it calculate, for an amount in any
currency, the equivalent in any other currency; and
	 
	(b)	 	this document or the relevant Facility Agreement does not
specify a mechanism for calculating the equivalent,






	the Facility Agent may do so using the Spot Rate on such day as it
reasonably considers appropriate for that purpose.







	13.	 	ASSIGNMENTS AND SUBSTITUTIONS






	13.1	 	Assignment by Group Parties






	(a)	 	Subject to paragraph (b), a Group Party may only assign any
of its rights or transfer any of its obligations under any
Transaction Document with the consent of the Facility Agent acting
on the instructions of all the Subscribers.




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	(b)	 	A Borrower (in this paragraph, the “Assignor”) may assign or
transfer all (but not part) of its rights and obligations under this
document and the Facility Agreements without the consent of the
Facility Agent if:






	(i)	 	the Assignor has disposed of all or
substantially all its property, or all or substantially all
of the shares in the Assignor have been disposed of, in
accordance with clause 7.1 or is to be merged into another
Group Member in accordance with clause 5.3(g);
	 
	(ii)	 	the assignee or transferee (in this
paragraph, the “Assignee”) is:






	(A)	 	a Wholly-Owned Subsidiary;
	 
	(B)	 	incorporated in the same jurisdiction
as the Assignor; and
	 
	(C)	 	is a Group Security Provider and, in
that capacity, has given such Securities and other
documents and supporting material (such as legal
opinions) as the Facility Agent (on the instructions of
a Majority of Subscribers) requires; and






	(iii)	 	the Parent, the Assignor, the Assignee and
the Facility Agent have executed such documents and taken
such other steps as the Facility Agent (on the instructions
of a Majority of Subscribers) considers necessary or
desirable in order to give full effect to the assignment or
transfer, and the Facility Agent has been provided with
such other documents and supporting material (such as legal
opinions) as the Facility Agent requires in connection with
the assignment or transfer.






	(c)	 	Each Group Party (other than the Assignor) irrevocably
authorises the Parent to execute on its behalf any document that the
Facility Agent requires under paragraph (b)(iii).
	 
	(d)	 	Each Subscriber and each Arranger irrevocably authorises the
Facility Agent to execute on its behalf any document that the
Facility Agent requires under paragraph (b)(iii).
	 
	(e)	 	The Parent must indemnify each party other than a Group Party
against, and must pay on demand the amount of, all losses,
liabilities, expenses and Taxes incurred in connection with any
assignment or transfer under this subclause, including legal
expenses in all applicable jurisdictions on a full indemnity basis.
	 
	(f)	 	If, as a result of an assignment or transfer under this
subclause:






	(i)	 	a Subscriber or a related body corporate of
a Subscriber is subjected to any Tax (other than an
Excluded Tax) relating to any Transaction Document;
	 
	(ii)	 	the basis of taxation of any payment due or
to become due to a Subscriber or a related body corporate
of a Subscriber relating to any Transaction Document (other
than in relation to Excluded Tax) is changed;






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	 	(iii)	 	any liquidity reserve or prudential
requirement is imposed, modified or deemed applicable, or a
Subscriber or any related body corporate of a Subscriber is
required to make any special deposit against or in relation
to any assets or liabilities (actual or contingent) of,
deposits with or for the account of, or loans by, that
Subscriber or a related body corporate of that Subscriber;
or
	 
	 	(iv)	 	a Subscriber or any related body corporate
of a Subscriber becomes subject to any other condition
affecting any Transaction Document,





and this has a result (direct or indirect) described in clause
9.1(a)(ii), then clause 9.1 applies as if the assignment or
transfer were a “Regulatory Change” for the purposes of that
clause.




	13.2	 	Assignment by Subscriber





A Subscriber may assign any or all of its rights (including the rights of
a Subscriber Affiliate) under any Transaction Document:




	 	(a)	 	to a related entity, another Subscriber or a securitisation
vehicle, without the consent of any party to any Transaction
Document; and
	 
	 	(b)	 	in any other case, only with the Parent’s consent (which may
not be unreasonably withheld or delayed).






	13.3	 	Substitution by Subscriber






	 	(a)	 	A Subscriber may transfer by novation any of its rights and
obligations under the Transaction Documents to a financial
institution if:






	 	(i)	 	the novation is made in accordance with clauses
13.3 and 13.4;
	 
	 	(ii)	 	it gives the Facility Agent at least 5 Business
Days’ notice (or any shorter notice approved by the Facility
Agent) of its intention to do so;
	 
	 	(iii)	 	the transfer:






	 	(A)	 	is to a related entity, another
Subscriber or a securitisation vehicle that is managed
by the Retiring Subscriber or one of its related
entities; or
	 
	 	(B)	 	has the Parent’s consent (which may
not be unreasonably withheld or delayed);






	 	(iv)	 	(A) the relevant Commitment of each of the
Retiring Subscriber and the New Subscriber will be
AUD20,000,000, or an integral multiple of AUD2,000,000 that is
greater than that amount, immediately after the transfer; or






	 	(B)	 	the transfer is of the whole of a
Commitment of the Retiring Subscriber;





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	 	(v)	 	it transfers to the New Subscriber all or the
relevant part of its interest in the Debenture which
corresponds with the amount of its Commitment which is
transferred, such transfer of all or the relevant part of its
interest in the Debenture to be effected in accordance with
the Debenture Trust Deed and on the terms and conditions set
out in the Master Debenture, or in such other manner as the
Security Trustee approves;
	 
	 	(vi)	 	the transfer does not take effect while a
Drawdown Notice, Rollover Notice or Switching Notice is
current (except with the consent of the Facility Agent); and
	 
	 	(vii)	 	the New Subscriber holds all Authorisations that
are necessary or desirable in connection with the transfer.






	 	(b)	 	The Parent is taken to have consented to a transfer under
paragraph (a)(iii)(B) if it does not object to the transfer within
10 Business Days of being notified of it.
	 
	 	(c)	 	If a Retiring Subscriber proposes a transfer of a Commitment,
and its Share of some outstanding Funding Portions has been provided
by a Subscriber Affiliate of the Retiring Subscriber, the Retiring
Subscriber must ensure that its Subscriber Affiliate is bound by the
relevant Substitution Certificate.
	 
	 	(d)	 	To the extent that it is able to do so, a New Subscriber must
nominate a Lending Office for each Borrower that is located in the
same jurisdiction as that Borrower (or, in the case of a Borrower in
Germany, a Lending Office that is based in a member state of the
European Union).






	13.4	 	Procedure for substitution






	 	(a)	 	A Retiring Subscriber may arrange to novate a New Subscriber
for itself and its Subscriber Affiliates in respect of all or part
of a Commitment, the corresponding proportion of its Share of each
relevant Funding Portion and interest in the Debentures which
correspond with the amount of the commitment to be transferred and
related rights and obligations under the Transaction Documents, by
delivering to the Facility Agent 4 counterparts of a Substitution
Certificate executed by the Retiring Subscriber and by the proposed
New Subscriber in the Australian Capital Territory or outside
Australia.
	 
	 	(b)	 	Each party to this document (other than the Retiring
Subscriber and the proposed New Subscriber and their respective
Subscriber Affiliates) irrevocably authorises the Facility Agent to
execute:






	 	(i)	 	a Substitution Certificate delivered under
paragraph (a) in the Australian Capital Territory or
outside Australia;
	 
	 	(ii)	 	any other document, and to do anything
else, that the Facility Agent believes is necessary or
desirable to make the substitution,





on its behalf and on behalf of its Subscriber Affiliates.




	 	(c)	 	After receiving a Substitution Certificate under paragraph
(a), the Facility Agent (subject to clause 13.3(a)) must:




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	 	(i)	 	countersign the counterparts on behalf of
all the other parties to this document and any Subscriber
Affiliates (except the Retiring Subscriber and the proposed
New Subscriber and their respective Subscriber Affiliates)
in the Australian Capital Territory or outside Australia;
and
	 
	 	(ii)	 	retain 1 counterpart and deliver the others
to the Retiring Subscriber, the proposed New Subscriber and
the Parent.






	 	(d)	 	If the Facility Agent countersigns counterparts of a
Substitution Certificate as contemplated by paragraph (c) then, on
the “Substitution Date” referred to in the Substitution Certificate:






	 	(i)	 	the New Subscriber is substituted by
novation for the Retiring Subscriber and its Subscriber
Affiliates in relation to the Commitment (or part, as
appropriate) of the Retiring Subscriber as specified in the
Substitution Certificate, and the New Subscriber and its
Subscriber Affiliates are substituted by novation for the
Retiring Subscriber and its Subscriber Affiliates in
relation to the corresponding proportion of the Retiring
Subscriber’s Share of each relevant Funding Portion as
specified in the Substitution Certificate, and to the
related rights and obligations;
	 
	 	(ii)	 	the Retiring Subscriber and its Subscriber
Affiliates are released from the obligations to which the
New Subscriber is novated; and
	 
	 	(iii)	 	if the substitution is not part of the
primary general syndication of the Facilities, the New
Subscriber must pay the Facility Agent (for its own
account) a fee of AUD4,000.





     13.5 Consequences of substitution




	 	(a)	 	If a Retiring Subscriber has arranged a novation in
accordance with this clause:






	 	(i)	 	references in each Transaction Document to
the Retiring Subscriber and its Subscriber Affiliates as a
“Subscriber” are to be taken as references to:






	 	(A)	 	the Retiring Subscriber and the New
Subscriber (and, as appropriate, to their respective
Subscriber Affiliates), in each case to the extent of
their Commitments and their Shares of outstanding
Funding Portions and corresponding interest in
Debentures and the related rights and obligations; or
	 
	 	(B)	 	where the Retiring Subscriber and its
Subscriber Affiliates have no further right or
Commitment and no further Share in any outstanding
Funding Portions, to the New Subscriber (and, as
appropriate, its Subscriber Affiliates); and






	 	(ii)	 	all agreements, representations and
warranties made in each Transaction Document survive any
novation made under this clause, and take effect for the
benefit of the New Subscriber and the Retiring Subscriber
(and their respective Subscriber Affiliates) to the extent
of




96









 











their respective Commitments and Shares of outstanding
Funding Portions and corresponding interest in Debentures
and related rights and obligations,



with effect from the “Substitution Date” referred to in the
Substitution Certificate.




	 	(b)	 	The Retiring Subscriber and its Subscriber Affiliates are not
responsible to the New Subscriber and its Subscriber Affiliates for
the performance by the Parent, any other Group Party or any other
person of any obligation under any Transaction Document.






	13.6	 	Subparticipation





Despite any other provision of this document a Subscriber may:




	 	(a)	 	subcontract any of its obligations; or
	 
	 	(b)	 	enter into subparticipation or derivative arrangements
relating to any of its rights and obligations or those of its
Subscriber Affiliates,






without the consent of, or giving notice to, any person. However, the
Subscriber or Subscriber Affiliate remains liable for the performance of
those obligations as if it had not done so.




	13.7	 	No deductions and withholdings or increased costs in certain
circumstances






	(a)	 	Subject to paragraph (b), if:






	(i)	 	a Subscriber assigns or transfers any of
its rights or obligations (or those of a Subscriber
Affiliate) under the Transaction Documents or changes a
Lending Office;
	 
	(ii)	 	the Parent or a Borrower is later required
to make a payment under clause 3.6 or 9.1; and
	 
	(iii)	 	the aggregate amount that the Group is
obliged to pay to that Subscriber (in the case of a change
of Lending Office) or to its assignee or transferee (in the
case of an assignment, transfer or substitution) is greater
that the aggregate amount that the Group would have been
obliged to pay to that Subscriber under the relevant clause
if the assignment, transfer, substitution or change had not
occurred,






	 	 	the Parent or the Borrower is not obliged to pay that excess if the
Subscriber (or the assignee or substitute, where relevant) knew or
ought reasonably to have known at the time of the assignment,
substitution or change that the assignment, substitution or change
would increase the aggregate amount for which the Parent or the
Borrower was liable under that clause.
	 
	(b)	 	Paragraph (a) does not apply in relation to a substitution
that is made as part of the primary syndication of the Facilities on
or before the date which is 90 days after the date of commencement
of general syndication as notified by the Lead Arranger




97









 






	 	 	and Underwriter to the Parent(or such later date as the Parent and the Arrangers agree).






	13.8	 	Subscriber to bear costs
	 
	 	 	A Subscriber that makes an assignment, substitution or subparticipation
as contemplated by this clause (other than as part of the primary
syndication of the Facilities on or before the date which is 90 days
after the date of commencement of general syndication, as notified by the
Lead Arranger and Underwriter to the Parent (or such later date as the
Parent and the Arrangers agree)) must indemnify the Parent for any costs
that a Group Party incurs in relation to the process of making the
assignment, substitution or subparticipation.






	13.9	 	Reduction of Commitments
	 
	 	 	If a transfer by novation is made by a Subscriber in accordance with
clauses 13.3 and 13.4;






	(a)	 	the Commitment and Face Value Amount of the Debenture held by
the Retiring Subscriber is reduced by the amount of the Commitment
assumed by the New Subscriber;
	 
	(b)	 	the Commitment of the New Subscriber is the amount it
assumes;
	 
	(c)	 	a new schedule 2 must be prepared by the Facility Agent and
distributed to each of the Borrowers and the Subscribers setting out
the names, addresses and Commitments of the Subscribers in effect
from the date of the transfer;
	 
	(d)	 	the Security Trustee must amend the Register to reflect each
transfer and the Debentures held by the Retiring Subscriber and the
New Subscriber after giving effect to the transfer and including the
changes to the Face Value Amounts and the Paid Up Amounts of those
Debentures, all in accordance with the Debenture Trust Deed.






	14.	 	FACILITY AGENT TO HOLD DEBENTURE STOCK FOR SUBSCRIBERS AND OTHERS






	14.1	 	Undertaking to pay Facility Agent






	(a)	 	Without limiting any other provision of this document or a
Facility Agreement but subject to paragraph (b), the Parent
undertakes as a primary obligation to pay to the Facility Agent an
amount equal to each amount (in this clause, an “Underlying Amount”)
that it or a Borrower is liable to pay to the Facility Agent, an
Arranger, a Subscriber or a Subscriber Affiliate from time to time
under this document, a Facility Agreement or a Treasury Transaction
with a Subscriber or Subscriber Affiliate (whether or not it remains
a Subscriber or Subscriber Affiliate) (in this clause 14, a “Swap
Counterparty”), at the time and in the currency at and in which the
Underlying Amount is so payable.
	 
	(b)	 	The undertaking in paragraph (a) will be taken to be
satisfied in relation to an Underlying Amount if that Underlying
Amount is actually and irrevocably paid in accordance with the terms
for its payment.




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	14.2	 	Obligations to rank as Priority 1 Debenture Stockholder’s Debt
	 
	 	 	The Parent acknowledges that it is a condition to any Funding Portion
being drawn that:






	(a)	 	the Parent issue Priority 1 Debenture Stock (as defined in
the Security Trust Deed) to the Facility Agent; and
	 
	(b)	 	the Parent nominate this document and the Facility Agreements
as “Priority 1 Transaction Documents” for the purposes of the
Security Trust Deed.






	14.3	 	Facility Agent to hold payment undertaking and Debenture Stock on trust






	(a)	 	The Facility Agent declares that it holds the benefit of the
Parent’s undertaking in clause 14.1, together with the Priority 1
Debenture Stock that is issued to it as contemplated by clause 14.2,
on trust for itself, the Arrangers, the Subscribers, their
Subscriber Affiliates and the Swap Counterparties from time to time.
	 
	(b)	 	The trust established under paragraph (a) commences on the
date of this document and ends (unless it is terminated earlier by
the Facility Agent with the consent of all Subscribers and of all
Swap Counterparties of which it is notified under paragraph (c)) on
the day before the 21st anniversary of the date of this document.
	 
	(c)	 	Each Subscriber must notify the Facility Agent if it or a
Subscriber Affiliate enters into a Treasury Transaction with the
Parent or a Borrower, giving the Facility Agent sufficient details
of the transaction to enable it to manage its rights and obligations
under this clause.






	14.4	 	Waiver of annual security updates
	 
	 	 	The Facility Agent will direct the Security Trustee in accordance with
clause 3.3 of the Security Trust Deed to waive the requirement that the
Parent comply with its obligations under the last sentence of clause 3.22
of the Security Trust Deed during the term of this document. The
Facility Agent may however require the Parent to produce an opinion of
counsel of the type referred to in the last sentence of clause 3.22 of
the Security Trust Deed in relation to a particular jurisdiction at any
time if it reasonably considers it necessary to do so.






	15.	 	CONFIDENTIALITY
	 
	15.1	 	General
	 
	 	 	Subject to clause 15.2, a party must not disclose any information
concerning the contents of, or the transactions contemplated by, any
Transaction Document to any person who is not a party, except to the
extent that:






	(a)	 	(permitted by documents) the disclosure is expressly
permitted by a Transaction Document;
	 
	(b)	 	(Bid Documents) any disclosure is made in the Bid Documents
or in any offer document for High Yield Notes, New High Yield Notes
or Capital Notes;




99









 






	(c)	 	(consent) the Parent and the Facility Agent consent to the
disclosure (such consent not to be unreasonably withheld);
	 
	(d)	 	(public domain) the information is already in the public
domain, unless it entered the public domain because of a breach of
confidentiality by the party;
	 
	(e)	 	(employees and advisers) the disclosure is made on a
confidential basis to the party’s officers, employees, agents,
financiers or professional advisers, and is necessary for the
party’s business;
	 
	(f)	 	(comply with laws) the disclosure is necessary to comply with
any applicable law, or regulation, the ASX listing rules, the US
Securities and Exchange Commission or any direction of any
Government Agency or regulatory body, or an order of a court or
tribunal;
	 
	(g)	 	(comply with directives) the disclosure is necessary to
comply with a directive or request of any Government Agency or stock
exchange (whether or not having the force of law) so long as a
responsible person in a similar position would comply;
	 
	(h)	 	(obtain Authorisations) the disclosure is necessary or
desirable to obtain an Authorisation from any Government Agency or
stock exchange; or
	 
	(i)	 	(discovery and litigation) the disclosure is necessary or
desirable in relation to any discovery of documents, or any
proceedings before a court, tribunal, other Government Agency or
stock exchange.






	15.2	 	Disclosure to assignees or substitutes






	(a)	 	Subject to paragraph (b), a Subscriber may:






	(i)	 	disclose to a Subscriber Affiliate, a
proposed assignee or substitute under clause 13, or any
other person who proposes to enter into contractual
relations with a Subscriber in relation to any Transaction
Document, any information about the Group which that
Subscriber considers appropriate; and
	 
	(ii)	 	give a copy of any Transaction Document to
a proposed assignee or substitute under clause 13 or any
other person described in paragraph (a)(i).






	(b)	 	Any disclosure made under paragraph (a) may only be made if
the person to whom the information or document is disclosed
undertakes for the benefit of the Parent to keep that information or
document confidential as required by clause 15.1.






	16.	 	NOTICES
	 
	16.1	 	How to give a notice
	 
	 	 	A notice, consent or other communication under this document or either
Facility Agreement is only effective if it is:




100









 












	(a)	 	in writing, signed by or on behalf of the person giving it;
	 
	(b)	 	addressed to the person to whom it is to be given; and
	 
	(c)	 	either:






	(i)	 	delivered or sent by pre-paid mail (by
airmail, if the addressee is overseas) to that person’s
address; or
	 
	(ii)	 	sent by fax to that person’s fax number and
the machine from which it is sent produces a report that
states that it was sent in full.






	16.2	 	When a notice is given
	 
	 	 	A notice, consent or other communication that complies with this clause
is regarded as given and received:






	(a)	 	if it is delivered or sent by fax:






	(i)	 	by 5.00 pm (local time in the place of
receipt) on a Business Day — on that day; or
	 
	(ii)	 	after 5.00 pm (local time in the place of
receipt) on a Business Day, or on a day that is not a
Business Day — on the next Business Day; and






	(b)	 	if it is sent by mail — on actual receipt.






	16.3	 	Address for notices
	 
	 	 	A person’s address and fax number are those set out below, or as the
person notifies the sender:
	 
	 	 	Each Group Member





	 	 	 
	Address:

	 	c/- Burns, Philp & Company Limited
	

	 	Level 23
	

	 	56 Pitt Street
	

	 	SYDNEY NSW 2000
	Fax number:

	 	(612) 9247 3272
	Attention:

	 	Helen Golding, Company Secretary and General Counsel








	 	 	Lead Arranger and Underwriter





	 	 	 
	Address:

	 	Level 27
	

	 	101 Collins Street
	

	 	MELBOURNE VIC 3000
	Fax number:

	 	(613) 9280 1890
	Attention:

	 	Michael Tierney, Director








	 	 	Co-Lead Arrangers and Underwriters

BOS International (Australia) Limited





	 	 	 
	Address:

	 	Level 11
	

	 	50 Carrington Street







101









 






	 	 	 
	

	 	Sydney NSW 2000
	 
	 	 
	Fax number:

	 	(02) 9248 2199
	Attention:

	 	Stephen Pollock







     Credit Agricole Indosuez Australia Limited



	 	 	 
	Address:

	 	Level 2
	

	 	Grosvenor Place
	

	 	225 George Street
	

	 	Sydney NSW 2000

 
	Fax number:

	 	(61 2) 9252 4691
	Attention:

	 	Michael Johnston








	 	 	Facility Agent





	 	 	 
	Address:

	 	Level 27
	

	 	101 Collins Street
	

	 	MELBOURNE VIC 3000
	Fax number:

	 	(613) 9653 3444
	Attention:

	 	Malcolm White — Facility Agent








	 	 	Subscribers
	 
	 	 	As set out in schedule 2 or a Substitution Certificate, as appropriate.
16.4 Reliance on notices
	 
	 	 	The Facility Agent may rely without enquiry on a notice, consent or other
communication that appears on its face to have been given by the Parent,
a Group Party or an Authorised Representative of the Parent or a Group
Party. The Parent and each other Group Party is bound by any such
notice, consent or other communication.
	 
	17.	 	AMENDMENTS AND WAIVERS
	 
	17.1	 	Agreement of Facility Agent






	(a)	 	Subject to the other provisions of this clause, the Facility
Agent and the Parent may amend, supplement, replace or novate a
Transaction Document, and the Facility Agent may waive an obligation
of a Group Party under a Transaction Document, in writing. The
Facility Agent may execute an amendment, supplement, replacement,
novation or waiver on behalf of all Subscribers and Subscriber
Affiliates. The Parent may execute an amendment, supplement,
replacement, novation or waiver on behalf of all Group Parties.
	 
	(b)	 	The Facility Agent must promptly notify each Subscriber if a
Transaction Document is amended, supplemented, replaced or novated,
or an obligation of a Group Party is waived, under paragraph (a).






	17.2	 	Agreement of Majority of Subscribers
	 
	 	 	The Facility Agent may only execute an amendment, supplement,
replacement, novation or waiver of a Transaction Document, other than:




102









 












	(a)	 	to effect matters of a formal, minor or technical nature; or
	 
	(b)	 	to correct a manifest error,






	 	 	with the consent of a Majority of Subscribers.
	 
	17.3	 	Agreement of all Subscribers
	 
	 	 	The Facility Agent may only execute an amendment, supplement,
replacement, novation or waiver that:






	(a)	 	relates to the definition of “Majority of Subscribers” in
clause 1.1;
	 
	(b)	 	extends the date for, decreases the amount of, or changes the
currency of, any payment under a Transaction Document;
	 
	(c)	 	increases a Subscriber’s Commitment;
	 
	(d)	 	waives a payment default;
	 
	(e)	 	releases a Security where this is not otherwise permitted by
this document;
	 
	(f)	 	changes any Interest Rate (as defined in a Facility
Agreement);
	 
	(g)	 	relates to this clause or to clause 12; or
	 
	(h)	 	relates to a provision that provides expressly that it may
only be amended, supplemented, replaced, novated or waived with the
consent of all the Subscribers,






	 	 	with the consent of all the Subscribers.
	 
	17.4	 	Waiver generally
	 
	 	 	Without limiting clauses 17.1 to 17.3, a right may only be waived in
writing, and:






	(a)	 	no other conduct (including a failure to exercise, or delay
in exercising, the right) operates as a waiver of the right or
otherwise prevents the exercise of the right;
	 
	(b)	 	a waiver of a right on one or more occasions does not operate
as a waiver of that right if it arises again; and
	 
	(c)	 	the exercise of a right does not prevent any further exercise
of that right or of any other right.






	18.	 	GENERAL
	 
	18.1	 	Governing law






	(a)	 	Each New Transaction Document is governed by the law in force
in New South Wales.
	 
	(b)	 	Each party submits to the non-exclusive jurisdiction of the
courts exercising jurisdiction in New South Wales, and any court
that may hear appeals from any of





103









 











	 	 	those courts, for any proceedings in connection with any
Transaction Document, and waives any right it might have to claim
that those courts are an inconvenient forum.






	(c)	 	Each Group Party appoints the Parent as its agent to receive
service of process for any proceedings in connection with any
Transaction Document. Each Group Party undertakes to maintain this
appointment until all amounts actually or contingently owing under
any Transaction Document have been fully and irrevocably paid, and
agrees that any process served on the Parent is taken to be served
on it.






	18.2	 	Waiver of immunity






	 	 	To the extent that a Group Party can claim immunity in any jurisdiction
for itself or its property from suit, execution, attachment (whether in
aid of execution, before judgment or otherwise) or other legal process,
or to the extent that any such immunity may be attributed to a Group
Party or its property in any jurisdiction (whether or not it claims that
immunity), that Group Party irrevocably waives that immunity and agrees
not to claim it to the full extent permitted by the laws of that
jurisdiction in respect of any liability or litigation that arises
(directly or indirectly) out of, under or in connection with this
document or any other Transaction Document. Without limiting this, each
Group Party agrees that the waiver of immunity in the previous sentence
is to have effect under, and to be construed in accordance with, the
Foreign Sovereign Immunities Act of 1976 of the United States of America
in any proceedings taken in any jurisdiction to which that Act applies.






	18.3	 	Waiver of jury trial
	 
	 	 	Each party waives, to the fullest extent permitted by applicable law, any
right it may have to a trial by jury in respect of any litigation
directly or indirectly arising out of, under or in connection with this
document or any other Transaction Document. Each party:






	(a)	 	certifies that no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other
party would not, in the event of litigation, seek to enforce the
foregoing waiver; and
	 
	(b)	 	acknowledges that it and the other parties to this document
have been induced to enter into this document and the other
Transaction Documents, as applicable, by, among other things, the
mutual waivers and certifications in this subclause.






	18.4	 	Liability for Taxes and expenses
	 
	 	 	The Parent must indemnify each Arranger and the Facility Agent against,
and must pay each such party on demand the amount of, all Taxes (other
than Excluded Taxes) and reasonable expenses incurred in connection with:






	(a)	 	the negotiation, preparation, execution, stamping and
registration of each Transaction Document and the syndication of the
Facilities (to the extent required by law or approved by the
Parent);
	 
	(b)	 	the transactions that each Transaction Document contemplates;
and




104









 






	(c)	 	any amendment to, or any consent, approval, waiver, release
or discharge of or under, any Transaction Document,






	 	 	including legal expenses in all applicable jurisdictions on a full
indemnity basis, travel costs, printing, telecommunications, stamp duties
and other out-of-pocket expenses, and expenses incurred in engaging
consultants. This indemnity applies whether or not a Funding Portion is
ever requested or made.
	 
	18.5	 	Giving effect to the Transaction Documents
	 
	 	 	Each Group Party must do anything (including execute any document), and
must ensure that its employees and agents do anything (including execute
any document), that the Facility Agent may reasonably require to give
full effect to each Transaction Document.
	 
	18.6	 	Operation of the Transaction Documents






	(a)	 	Any right that the Facility Agent, an Arranger, a Subscriber
or a Subscriber Affiliate may have under the Transaction Documents
is in addition to, and does not replace or limit, any other right
that it may have.
	 
	(b)	 	Any provision of a Transaction Document which is
unenforceable or partly unenforceable is, where possible, to be
severed to the extent necessary to make the Transaction Document
enforceable, unless this would materially change the intended effect
of the Transaction Document.






	18.7	 	Operation of indemnities






	(a)	 	Each indemnity in a Transaction Document survives the expiry
or termination of any Transaction Document.
	 
	(b)	 	A party may recover a payment under an indemnity in a
Transaction Document before it makes the payment in respect of which
the indemnity is given.






	18.8	 	Consents
	 
	 	 	Where a Transaction Document contemplates that a party may agree or
consent to something (however it is described), that party may:






	(a)	 	agree or consent, or not agree or consent, in its absolute
discretion; and
	 
	(b)	 	agree or consent subject to conditions,






	 	 	unless the Transaction Document expressly contemplates otherwise.
	 
	18.9	 	Statements by the Facility Agent
	 
	 	 	A statement by an Authorised Representative of the Facility Agent on any
matter relating to any Transaction Document (including any amount owing
by a Group Party) is conclusive unless clearly wrong on its face.




105









 






	18.10	 	Set-off
	 
	 	 	If an Event of Default occurs, each Subscriber or Subscriber Affiliate,
without notice to any Group Party, may combine any account that any Group
Party holds with it with, or set off any amount that is or may become
owing by it or any related body corporate to any Group Party against, any
amount owing by the Group Party to the Subscriber or Subscriber Affiliate
under any Transaction Document. For this purpose the Facility Agent,
each Subscriber and each Subscriber Affiliate may:






	(a)	 	change the terms (including the repayment date) of any
account or other payment obligation between the parties;
	 
	(b)	 	convert amounts into different currencies in accordance with
its usual practice; and
	 
	(c)	 	do anything (including execute any document) in the name of
any Group Party that it considers necessary or desirable.






	 	 	This subclause overrides any other document or agreement to the contrary.
	 
	18.11	 	No merger
	 
	 	 	Nothing in a Transaction Document merges with any other Security
Interest, or any Guarantee, judgment or other right or remedy, that the
Facility Agent, an Arranger, a Subscriber or a Subscriber Affiliate may
hold at any time.
	 
	18.12	 	Exclusion of contrary legislation
	 
	 	 	Any legislation that adversely affects an obligation of a Group Party, or
the exercise by the Facility Agent, an Arranger, a Subscriber or a
Subscriber Affiliate of a right or remedy, under or relating to a
Transaction Document is excluded to the full extent permitted by law.
	 
	18.13	 	Counterparts
	 
	 	 	Each New Transaction Document may be executed in counterparts.
	 
	18.14	 	Attorneys
	 
	 	 	Each person who executes this document on behalf of a party under a power
of attorney declares that he or she is not aware of any fact or
circumstance that might affect his or her authority to do so under that
power of attorney.
	 
	18.15	 	Parties
	 
	 	 	Each person who is expressed to be a party to this document is not bound
by the terms of this document until that party executes this document.




106









 











SCHEDULE 1




BORROWERS




	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	Name of Borrower
	 	Address
	 	incorporation

	Burns Philp Treasury (Australia)

Limited ACN 003 731 986

	 	Level 23

56 Pitt Street
	 	Australia
	

	 	SYDNEY NSW 2000	 	 
	

	 	AUSTRALIA	 	 
	 
	 	 	 	 
	Burns Philp Deutschland GmbH
(Registered No. HRB 65911)

	 	Wandsbeker Zollstrasse 59

22041 HAMBURG
	 	Germany
	

	 	GERMANY	 	 
	 
	 	 	 	 
	Burns Philp Inc. (Fed 10#22-272392)

	 	c/- The Corporation Trust Company
	 	USA
	

	 	County of New Castle	 	 
	

	 	1209 Orange Street	 	 
	

	 	WILMINGTON DE 19801	 	 
	

	 	UNITED STATES OF AMERICA	 	 
	 
	 	 	 	 
	Burns Philp (New Zealand) Limited

(AK 112484)

	 	54 Ponsonby Road

AUCKLAND

NEW ZEALAND
	 	New Zealand
	 
	 	 	 	 
	Burns Philp Food Limited

	 	31 Arlie Street

Lasalle
	 	Canada
	

	 	QUEBEC H8R1Z8	 	 
	

	 	CANADA	 	 
	 
	 	 	 	 
	BPC1 Pty Limited ACN 101 665 918

	 	Level 23

56 Pitt Street
	 	Australia
	

	 	SYDNEY NSW 2000	 	 
	

	 	AUSTRALIA	 	 







107









 






SCHEDULE 2




INITIAL SUBSCRIBERS




	 	 	 
	Name
	 	Notice details

	Credit Suisse First Boston, Melbourne Branch

	 	Level 27
	ABN 17 061 700 712

	 	101 Collins Street
	

	 	MELBOURNE VIC 3000
	

	 	Attention: Malcolm White
	 
	 	 
	BOS International (Australia) Limited

	 	Level 11
	ABN 23 066 601 250

	 	50 Carrington Street
	

	 	SYDNEY NSW 2000
	

	 	Attention: Stephen Pollock
	 
	 	 
	Credit Agricole Indosuez Australia Limited

	 	Level 22
	ABN 32 002 540 409

	 	Grosvenor Place
	

	 	225 George Street
	

	 	SYDNEY NSW 2000
	

	 	Attention: Michael Johnston







NEW SUBSCRIBERS




	 	 	 
	Name
	 	Notice details

	Australia and New Zealand Banking Group Limited

	 	Level 1
	ABN 11 005 357 522

	 	20 Martin Place
	

	 	SYDNEY NSW 2000
	

	 	Attention: Sanjeshni Singh
	 
	 	 
	Bank of Western Australia Limited

	 	Level 7
	ACN 050 494 454

	 	Grosvenor Place
	

	 	225 George Street
	

	 	SYDNEY NSW 2000
	

	 	Attention: Frik Dreyer

 
	Bayerische
Hypo-Und Vereinsbank AG, Singapore

	 	30 Cecil Street #26-01
	Branch

	 	Prudential Tower
	

	 	SINGAPORE 049712
	

	 	Attention: Mr Sheldon Wong / Mr

Geoffrey Green / Ms Tan Liang Sze /Ms

Karen Yap
	 
	 	 
	BNP Paribas

	 	60 Castlereagh Street
	ARBN 000 000 017

	 	SYDNEY NSW 2000
	

	 	Attention: Director, Corporate Banking and
Manager, Corporate
Operations respectively







108









 






	 	 	 
	Name
	 	Notice details

	Commonwealth Bank of Australia

	 	Level 5
	ABN 48 123 123 124

	 	120 Pitt Street
	

	 	SYDNEY NSW 2000
	

	 	Attention: Scott Wilson
	 
	 	 
	Crédit Industriel et Commercial, Singapore Branch

	 	9 Raffles Place
	

	 	#23-01/02 Republic Plaza
	

	 	Singapore 048619
	

	 	Attention: Kiang Kin Ngoh
	 
	 	 
	National Australia Bank Limited

	 	Level 24
	ABN 12 004 004 937

	 	255 George Street
	

	 	SYDNEY NSW 2000
	

	 	Attention: Sebastian
	

	 	Paphitis — Manager
	 
	 	 
	Rabo Australia Limited

	 	Level 7
	ABN 39 060 452 217

	 	Rabobank House
	

	 	115 Pitt Street
	

	 	SYDNEY NSW 2000
	

	 	Attention: Brett Agg
	 
	 	 
	SG Australia Limited

	 	Level 21
	ABN 72 002 093 021

	 	400 George Street
	

	 	SYDNEY NSW 2000
	

	 	Attention: Michael Lang
	 
	 	 
	United Overseas Bank Limited, Sydney Branch

	 	Level 9
	ABN 56 060 785 284

	 	32 Martin Place
	

	 	SYDNEY NSW 2000
	

	 	Attention: Mrs Margaret Chua
	 
	 	 
	WestLB AG, Sydney Branch

	 	Credit Matters
	ABN 70 076 170 039
	 	 
	 
	 	 
	

	 	Level 29
	

	 	60 Margaret Street
	

	 	SYDNEY NSW 2000
	

	 	Attention Stewart Bubb/Horst
	

	 	Kleinecke
	 
	 	 
	

	 	Administrative Matters
	 
	 	 
	

	 	Level 29
	

	 	60 Margaret Street
	

	 	SYDNEY NSW 2000
	

	 	Attention: Joe Champion/Rosetta

Pelle







109









 






SCHEDULE 3-1




CONDITIONS PRECEDENT




PART A — CONDITIONS PRECEDENT TO DELIVERY OF FIRST DRAWDOWN NOTICE





	1.	 	A certificate in respect of each Group Party that is to execute a New
Transaction Document (other than a Supplemental Security), dated no
earlier than the fifth Business Day before the date of the first Drawdown
Notice, substantially in the form of schedule 3-2, with the attachments
listed in the certificate.
	 
	2.	 	A copy of each Authorisation that is necessary or desirable for any Group
Party to enable it to enter into the New Transaction Documents (other than
a Supplemental Security).
	 
	3.	 	A certificate of currency from a reputable insurance broker in relation
to the Group’s global insurance policies, together with a report from that
insurance broker confirming that those policies comply with clause 5.1(j).
	 
	4.	 	A copy of the current Agreed Hedging Program.
	 
	5.	 	Evidence that the commitments of each lender under the term loan facility
agreement dated 2 August 2001 and the revolving loan facility agreement
dated 2 August 2001 between the Parent, the Facility Agent and others will
be fully cancelled and all moneys actually or contingently owing to each
lender under those agreements (other than in respect of Existing Treasury
Transactions) will be fully repaid on and from the Funding Portions on the
first Drawdown Date under the Facility Agreements and that those
agreements will cease to be transaction documents for the purposes of the
Security Trust Deed and the debenture stock issued for the benefit of
those lenders redeemed and cancelled.
	 
	6.	 	A certified copy of the Bid Documents.
	 
	7.	 	Receipt by the Parent of an amount of not less than AUD 50,000,017.80
from the exercise of 250,000,089 options to acquire shares in the Parent.
	 
	8.	 	Evidence that:
	 
	 	 	(a)






	(i)	 	BPC1 has a relevant interest in at least 90% (by
number) (disregarding any relevant interests that BPC1 has in
Goodman shares merely because of the operation of section
608(3) of the Corporations Act)of the ordinary shares in
Goodman; and
	 
	(ii)	 	BPC1 has acquired for at least 75% (by number) of
the Goodman shares that BPC1 offered to acquire under the
Offer (whether the acquisitions happened under the Offer or
otherwise);






	(b)	 	any approvals or consents that are required by law, or by any
public authority, as are necessary to permit:






	(i)	 	the Offer to be lawfully made to and accepted by
Goodman’s shareholders; and




110









 






	(ii)	 	the Transactions,
	 
	 	 	have been granted, given, made or obtained on an
unconditional basis, and remain in full force and effect in
all respects, and have not become subject to any notice,
intimation or indication of intention to revoke, suspend,
restrict, modify or not renew the same.






	9.	 	Evidence that the Offer has not been amended or varied (other than the
waiver of the 90% minimum acceptance condition) since first issue of the
Offer without the prior written consent of the Facility Agent acting on
the instructions of the Super-Majority of Subscribers (such consent is not
required unless the amendment or variation would result in:






	(a)	 	the bid price for each share in Goodman under the Offer being
an amount which, when multiplied by the aggregate number of all
shares being bid for by BPC1, would exceed the Total Commitment, the
total commitment of the Term B Facility Agreement and the Capital
Notes Bridge Facility Agreement and the other sources of funding
(other than the Revolving Facility Agreement) to enable the
acquisition of all of the shares in Goodman; or
	 
	(b)	 	any condition of the Offer that is also a condition to
borrowing under the Term B Facility Agreement or the Capital Notes
Bridge Facility Agreement, being waived),
	 
	and without limiting item 8 of Part A of this Schedule 3-1, no consent of
the Facility Agent (acting on the instructions of the Super-Majority of
Subscribers) is required for BPC1 to drop its condition of the Offer with
respect to having a relevant interest in at least 90% (by number)
(disregarding any relevant interests that BPC1 has in Goodman shares
merely because of the operation of section 608(3) of the Corporations
Act) of the ordinary shares in Goodman.







	10.	 	The Group has not, before it acquires all of the issued shares in Goodman
consented to, approved or agreed to the payment or declaration of any
dividends by Goodman or the making of any distributions by Goodman to its
shareholders without the prior written consent of the Facility Agent
acting on the instructions of the Super-Majority of Subscribers.
	 
	11.	 	Evidence that on the first Drawdown Date, all of the shares in Goodman
that have been acquired by BPC1 by the first Drawdown Date will have been
transferred to a sponsored holding of which Credit Suisse First Boston
Australia Equities Limited is the controlling participant pursuant to and
as those later terms are defined in the Sponsorship Deed.
	 
	12.	 	A Group Structure Chart.
	 
	13.	 	Compliance with and satisfaction or waiver by BPC1 of the bid conditions
set out in the Bid Documents and satisfaction or waiver of the conditions
precedent set out in the Term B Facility Agreement and the Capital Notes
Bridge Facility Agreement such that the Parent and its Subsidiaries shall
have borrowed or issued notes or be entitled to borrow or issue notes
under those agreements, as the case may be, in aggregate amounts when
combined with the proceeds of the Facilities and other sources of funds,
are sufficient to finance the consummation of the Transactions.




111









 






	14.	 	Evidence that after giving pro forma effect to the acquisition of Goodman
and the financing of the acquisition (including with respect to any
reduction in the amount of any senior debt to be used to finance the
Transactions) on the first Drawdown Date:






	(a)	 	the ratio of Total Debt to pro forma consolidated adjusted
LTM EBITDA shall not exceed 4.5 to 1.00; and
	 
	(b)	 	the ratio of consolidated senior debt (being Total Debt less
any component of Total Debt which is subordinated to the liabilities
owed to the Subscribers under the Transaction Documents) to pro
forma consolidated adjusted LTM EBITDA shall not exceed 3.00 to
1.00.





	15.	 	Receipt of:






	(a)	 	audited, consolidated balance sheets and related statements
of income, stockholder’s equity and cash flow of the Parent for the
2000, 2001 and 2002 fiscal years; and
	 
	(b)	 	unaudited, consolidated balance sheet and related statements
of income, stockholders equity and cash flows of the Parent for:






	(i)	 	each subsequent fiscal quarter ended 45 days
before the first Drawdown Date; and
	 
	(ii)	 	each fiscal month after the most recent 2003
fiscal quarter for which financial statements were received as
described above and ended 30 days before the first Drawdown
Date; and






	(c)	 	pro forma consolidated balance sheets and related pro forma
consolidated statements of income, and cashflows of the Group as of
and for the 12 months ended 30 June 2002 and 31 December 2002,
prepared after giving effect to the Transactions as if the
Transactions had occurred as of such dates (in the case of each such
balance sheet) or at the beginning of such periods (in the case of
such other financial statements).






	16.	 	Evidence that there is no litigation, governmental, administrative or
judicial action, actual or threatened, that could reasonably be expected
to restrain, or prevent the Transactions or the other transactions
contemplated thereby (other than a determination by the Australian
Securities and Investments Commission or the Takeovers Panel in exercise
of the powers and discretions conferred by Chapter 6 of the Corporations
Act 2001 (Cth)).
	 
	17.	 	Evidence that the Parent has not acquired any business or any shares in
any other company (other than acquisitions by the Parent which the
Facility Agent is aware of and including for the avoidance of doubt, the
acquisition of the Fleischmann business unit from Kraft Foods
International Inc) until the earlier of:






	(a)	 	the date the Parent acquires all of the shares in Goodman; or
	 
	(b)	 	the Parent has withdrawn the Offer.






	18.	 	Evidence that there has not occurred:




112









 












	(a)	 	any event, change or condition (each such event, change or
condition, a “Relevant Event”) that has had, or could reasonably be
expected to have, a material adverse effect on the business,
financial or trading position, assets or liabilities, profitability
or prospects of Goodman or any of its Subsidiaries, taken as a whole,
since 30 June 2002 (except for:






	(i)	 	such events, changes or conditions disclosed in
public filings by Goodman or any of its Subsidiaries prior to
the date of this agreement); and
	 
	(ii)	 	any event, change or condition that may arise as
a consequence of the announcement or consummation of the Offer
or the financing therefor),
	 
	and that occurs, is announced or is made or becomes known to the
Parent (whether or not it is made public) (it being understood that
a Relevant Event includes where it becomes known to the Parent that
information publicly filed by Goodman or any of its Subsidiaries
is, or is likely to be, incomplete, incorrect, untrue or
misleading);







	(b)	 	any event, change or condition that has had, or could
reasonably be expected to have, a material adverse effect on the
business, assets, operations, financial condition or prospects of
the Parent and its Subsidiaries, taken as a whole, since 30 June
2002 (excluding any event, change or condition that may arise as a
consequence of the announcement or consummation of the Offer or the
financing therefor) (it being understood that the Arrangers are not
aware of any event, change or condition that has had, or could
reasonably be expected to have, such a material adverse effect from
30 June 2002 to the date of this agreement); and
	 
	(c)	 	any disruption or adverse change in financial, banking or
capital markets, or in the market for new issuances of leveraged
loans in each case, that could reasonably be expected to materially
adversely affect the syndication of the Facilities.





PART B — CONDITIONS PRECEDENT TO FUNDING





	1.	 	An executed original of each New Transaction Document (other than a
Supplemental Security).
	 
	2.	 	If required by the Facility Agent:






	(a)	 	evidence that any duty payable in connection with the entry
into the Transaction Documents (other than a Supplemental Security)
has been paid; or
	 
	(b)	 	the amount of money which, in the Facility Agent’s opinion, is
required for payment of any duty payable in connection with the entry
into the Transaction Documents (other than a Supplemental Security).






	3.	 	Evidence that all registrable Transaction Documents (other than a
Supplemental Security) have been properly registered in all relevant
jurisdictions or are in registrable form.
	 
	4.	 	Evidence that each New Security Document (other than a Supplemental
Security) has become effective, or will become effective immediately after
Funding Portions are provided on the first Drawdown Date.




113









 






	5.	 	Evidence that all fees and expenses that are payable to the Arrangers,
the Facility Agent and the Subscribers have been paid in full.
	 
	6.	 	The following legal opinions:






	(a)	 	an opinion from Freehills, Australian legal counsel to the
Group;
	 
	(b)	 	an opinion from Mallesons Stephen Jaques, Australian legal
counsel to the Subscribers;
	 
	(c)	 	an opinion from Australian legal counsel to the Security
Trustee;
	 
	(d)	 	an opinion from US legal counsel to JP Morgan Chase Bank;
	 
	(e)	 	opinions from legal counsel in the following jurisdictions
(except where any Supplemental Security required in that
jurisdiction has not been provided):






	(i)	 	Argentina;
	 
	(ii)	 	Brazil;

	 
	(iii)	 	Canada;

	 
	(iv)	 	the United Kingdom;
	 
	(v)	 	Germany;
	 
	(vi)	 	the Netherlands;

	 
	(vii)	 	New Zealand;

	 
	(viii)	 	Spain;
	 
	(ix)	 	the United States of America;
	 
	(x)	 	Uruguay; and






	(f)	 	any other legal opinion required by the Facility Agent to be
given by local counsel in a jurisdiction in which a Subsidiary has
acquired any shares or assets comprising the Fleischmann business
unit and has executed a guarantor accession deed.






	7.	 	Where the Funding Portion is to be utilised for the purpose of acquiring shares in Goodman, the Facility Agent has received written confirmation
from ASX Perpetual Registrars Limited, the share registrar appointed by
BPC1, certifying the number of shares in Goodman in respect of which BPC1
has received acceptances.






114










 





SCHEDULE 3-2




CERTIFICATE




[[name of Group Party] [ABN/ACN/ARBN] [number]]




	 	 	 
	To:

	 	Credit Suisse First Boston
	

	 	Melbourne Branch
	

	 	Level 27
	

	 	101 Collins Street
	

	 	Melbourne Vic 3000
	Attention:

	 	[name]







Senior Funding Agreement




I refer to the Senior Funding Agreement dated [date] (the “Agreement”) between
Burns, Philp & Company Limited, certain of its subsidiaries, Credit Suisse
First Boston, Melbourne Branch, [ ] and others. Terms used in this certificate
that are defined in the Agreement have the same meanings as in the Agreement.




I am a director/company secretary of [Burns, Philp & Company Limited, the
holding company of] [name of entity].




The attachments to this certificate are complete and up to date copies of:





	1.	 	the certificate of incorporation and the constitution of [name of
entity], as in force when the resolutions mentioned below were passed and
at all times since;






	2.	 	an extract from the minutes of a meeting of the board of directors of
[name of entity] containing resolutions (which have not been amended or
revoked and are in full force) that:






	 	(a)	 	authorise execution and (where applicable) delivery by [name
of entity] of each New Transaction Document;
	 
	 	(b)	 	authorise the exercise by [name of entity] of its rights and
the performance by the [name of entity] of its obligations under
each New Transaction Document; and
	 
	 	(c)	 	appoint Authorised Representatives for [name of entity]; and






	3.	 	the power of attorney (which has not been revoked by [name of entity] and
is in full force) authorising the execution and (if appropriate) delivery
of each New Transaction Document on behalf of [name of entity].





The persons named below are [name of entity]’s Authorised Representatives and
the signature appearing beside the name of each Authorised Representative is
the true signature, or a copy of the true signature, of that person.




115









 








Authorised Representatives




	 	 	 	 	 
	Name

	 	Position
	 	Signature
	 
	 	 	 	 
	

	 	 	 	

	

	 	 	 	

	

	 	 	 	

	

	 	 	 	

	

	 	 	 	








Dated [date].




	 	 	 
	Signed by director/secretary of the Parent:
	 	 
	

	 	

Signature of director/secretary
	 
	 	 
	

	 	

Name







116









 






SCHEDULE 4




NEW SECURITY DOCUMENTS





	1.	 	Priority 1 Debenture Stock in favour of the Facility Agent.
	 
	2.	 	Nomination of Transaction Document for the purposes of the Security Trust
Deed and the Priority 1 Debenture Stock referred to in paragraph 1 above.
	 
	3.	 	Sponsorship Deed.
	 
	4.	 	Nomination of Transaction Document for the purposes of the Debenture
Trust Deed.
	 
	5.	 	Supplemental Securities.




117









 











SCHEDULE 5




EXISTING ENCUMBRANCES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Company

	 	Country
	 	BP Ownership %
	 	Encumbrance to
	 	Currency
	 	Amount
	 	$US Equivalent
	 	Due date
	 	Encumbrance
	Burns Philp India

(Private) Ltd


	 	India
	 	 	100	%	 	Union Bank of India
	 	INR
	 	 	8,500,000	 	 	 	175,711	 	 	23 August 2006
	 	Inventory, Trade

Debtors, Plant &

Equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cochin Private Spices Ltd

	 	India
	 	 	100	%	 	State Bank of Travancore
	 	INR
	 	 	45,500,000	 	 	 	940,568	 	 	31 December 2006
	 	Inventory, Trade Debtors, Plant &

Equipment, BPC

Guarantee
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mauri
Fermentos, SA

	 	Portugal
	 	 	96	%	 	Banco Commercial

Portugues
	 	EUR
	 	 	998,000	 	 	 	1,011,760	 	 	Rolling
	 	
Bank Draft
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mauri-La Nga

Fermentation Co Ltd

	 	Vietnam
	 	 	66	%	 	Vietcom Bank
	 	VMD
	 	 	30,000,000	 	 	 	1,955,162	 	 	31 December 2002
	 	Plant &

Equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Harbin Mauri Yeast

Company Ltd

	 	China
	 	 	85	%	 	Commercial Bank
	 	RMB
	 	 	6,000,000	 	 	 	724,883	 	 	19 September 2003
	 	Mortgage over
Plants and
Buildings
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Harbin Mauri Yeast

Company Ltd

	 	China
	 	 	85	%	 	Communications Bank
	 	RMB
	 	 	23,000,000	 	 	 	2,778,717	 	 	5 March 2003
	 	Mortgage over
Plants and
Buildings
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PT Sama Indah

	 	Indonesia
	 	 	49	%	 	NISP Bank
	 	IDR
	 	 	10,000,000,000	 	 	 	1,111,111	 	 	14 June 2005
	 	Corporate

Guarantee from

PT Indo Fermex
 & mortgage on

fixed assets of

Sama Indah
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mauri Fermentation

(Malaysia) Sdn Bhd

	 	Malaysia
	 	 	41.8	%	 	HongkongBank
(M) BHD
	 	MYR
	 	 	4,050,000	 	 	 	1,065,789	 	 	6 October 2006
	 	Negative Pledge
and general
security
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mauri Fermentation

Pakistan (Private)

Ltd

	 	Pakistan
	 	 	50	%	 	Union Bank
	 	PKR
	 	 	40,000,000	 	 	 	680,000	 	 	31 December 2006
	 	Mortgage over
land, buildings,
fixtures,
moveables and
receivables







118









 






SCHEDULE 6




EXISTING JOINT VENTURES




	 	 	 
	Joint Venture	 	Jurisdiction of incorporation
	Levaduras Collico SA

	 	Chile
	Meishan-Mauri Yeast Co Ltd

	 	China
	P.T. Indo Fermex

	 	Indonesia
	P.T. Jaya Fermex

	 	Indonesia
	P.T. Sama Indah

	 	Indonesia
	Ardigillan

	 	Ireland
	Greenoge

	 	Ireland
	Gulistan

	 	Ireland
	Killeek

	 	Ireland
	Kingswinford Ltd

	 	Ireland
	Kinter International Limited

	 	Ireland
	Knaresboro Ltd

	 	Ireland
	Knowsley Ltd

	 	Ireland
	Proofex Products Company

	 	Ireland
	Yeast Products Limited

	 	Ireland
	Mauri Fermentation (Malaysia) Sdn Bhd

	 	Malaysia
	Mauri Fermentation Pakistan (Private) Ltd

	 	Pakistan
	Pilmico-Mauri Food Corporation

	 	Philippines
	Kombinat Pischevikh Produktov

	 	Russia
	Mauri Products Ltd

	 	UK







119









 






SCHEDULE 7




EXISTING TREASURY TRANSACTIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Our Company	 	Counterparty	 	Currency	 	Amount	 	Pay	 	Rate	 	Maturity
	SWAP TRANSACTIONS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Burns Philp Inc.

	 	SG Australia Limited
	 	USD
	 	 	75,000,000	 	 	Fixed
	 	 	2.740	 	 	16/12/2005
	Burns Philp Inc.

	 	SG Australia Limited
	 	USD
	 	 	20,000,000	 	 	Fixed
	 	 	5.520	 	 	16/09/2003
	Burns Philp Inc.

	 	SG Australia Limited
	 	USD
	 	 	50,000,000	 	 	Fixed
	 	 	5.545	 	 	15/08/2006
	Burns Philp Inc.

	 	The Toronto Dominion Bank
	 	USD
	 	 	25,000,000	 	 	Fixed
	 	 	5.853	 	 	30/03/2006
	Burns Philp Inc.

	 	The Toronto Dominion Bank
	 	USD
	 	 	20,000,000	 	 	Fixed
	 	 	5.853	 	 	30/03/2006
	Burns Philp Inc.

	 	The Toronto Dominion Bank
	 	USD
	 	 	25,000,000	 	 	Fixed
	 	 	5.550	 	 	18/09/2003
	Burns Philp Food Limited

	 	SG Australia Limited
	 	CAD
	 	 	5,000,000	 	 	Fixed
	 	 	6.500	 	 	28/03/2003
	Burns Philp Food Limited

	 	The Toronto Dominion Bank
	 	CAD
	 	 	10,000,000	 	 	Fixed
	 	 	5.780	 	 	18/09/2003
	Burns Philp Treasury (Australia) Limited

	 	The Toronto Dominion Bank
	 	USD
	 	 	25,000,000	 	 	Fixed
	 	 	5.853	 	 	30/03/2006
	Burns Philp Treasury (Europe) BV

	 	The Toronto Dominion Bank
	 	EUR
	 	 	5,112,919	 	 	Fixed
	 	 	4.160	 	 	18/09/2003
	Burns Philp (New Zealand) Limited

	 	SG Australia Limited
	 	NZD
	 	 	10,000,000	 	 	Fixed
	 	 	7.150	 	 	17/09/2003
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FOREIGN EXCHANGE

TRANSACTION

	 	 	 	 	 	BINARY

PAYOUT
	 	LOWER

BINARY
	 	UPPER

BINARY
	 	MATURITY

DATE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BPC1 Pty Limited

(Double No-Touch Binary – AUD/NZD)

Notional NZD amount 200,000,000

	 	Credit Suisse First Boston
	 	AUD
	 	 	2,850,000	 	 	 	1.0608	 	 	 	1.0878	 	 	14/3/2003







120









 







121










 





SCHEDULE 8




US OBLIGORS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	US Obligor
	 	 	Relevant Locations (clause 4.3(e))
	 	 	Relevant Locations (clause 4.3(e))

	Burns Philp Food Inc.

	 	 	1.	 	 	G R Daniels

19258 Turner Avenue

Hutchinson, MN 55350	 	 	15.	 	 	Oakland Yeast Plant

Oakland Vinegar Plant

921 98th Avenue

Oakland, CA
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	2.	 	 	Crooks

651 Armour Dale Pkwy

Kansas City, KS 66105	 	 	156.	 	 	Washington Vinegar Plant

1115 Zehnder Street

Sumner, WA
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	3.	 	 	Bay Cities Warehouse Co Inc

31474 Hayman Street

Hayward, CA 94544	 	 	17.	 	 	Wisconsin Vinegar Plant

1931 South 14th Street

Manitowoc, WI
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	4.	 	 	Bridgeport Distribution

16520 SW 72nd Avenue #7

Portland, OR 97224	 	 	18.	 	 	Michigan Vinegar Plant

465 Harbor Avenue

Monroe, MI
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	5.	 	 	300 Union Bower Court

Ste 310

Irving TX	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	6.	 	 	215 Edgewood Avenue

West Berlin, NJ

08091
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	7.	 	 	420 East 13th Avenue

N. Kansas City, MO 64116	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	8.	 	 	5800 Outlook Pkwy, Ste B

Norcross, GA 30093	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	9.	 	 	411 Rockwell Court

Burr Ridge, IL 60521
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	10.	 	 	2743 Riverport Road

Memphis, TN 38109
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	11.	 	 	14722 Anson Avenue

Santa Fe Springs, CA 90670	 	 	 	 	 	 







122









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	US Obligor
	 	 	Relevant Locations (clause 4.3(e))
	 	 	Relevant Locations (clause 4.3(e))

	

	 	 	12.	 	 	Greenville Benchmate Plant

6311 Industrial Drive

Greenville, TX
	 	 	19.	 	 	35 Adams Street North

Hutchinson, MN 55350
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	13.	 	 	Prism

3632 Peterson Road

Stockton, CA 95206	 	 	20.	 	 	240 Larkin Williams

Industrial Parkway

Fenton, MO 63026

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	14.	 	 	Excel

401 First Street

Middleton, PA 17057	 	 	21.	 	 	Jacobson

4141 Dixon Street

Des Moines, IA 50301
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Tone Brothers, Inc.

	 	 	1.	 	 	2301 SE Tone’s Drive

Ankeny, IA, 50021	 	 	22.	 	 	Pilot Air Freight

701B Ashland Avenue

Folcraft, PA 19032
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	2.	 	 	Warehousing Unlimited

122 Kohlman Road

Fond Du Lac, WI 54936
	 	 	23.	 	 	2276 Westbrook Drive

Columbus, OH 43228


	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	3.	 	 	Decko Products

2105 Superior Street

Sandusky, OH 44870







123









 






SCHEDULE 9




EXCLUDED ASSETS




	 	 	 
	21 Shares in Nutrition

	 	The shares in Nutrition 21 Inc., formerly AMBI Inc.
	 
	 	 
	Surplus properties

	 	All or part of the property at 115 Zehnder Street, Sumner,
Washington, U.S.A.
	 
	 	 
	

	 	The property at Tronador 71, 1427 Buenos Aires, Argentina
(Hurlingham).
	 
	 	 
	

	 	The property at Av. Gobernador Vergara 2950, 1686 Santos Tesei,
Argentina
	 
	 	 
	

	 	The property at 921 98th Avenue, Oakland, California, USA
	 
	 	 
	

	 	The property at Molina Arrotea 2151, 1832 Lomas de Zamora
	 
	 	 
	

	 	The property at Camino Costa Brava s/n, Zarate, Provincia de

Buenos Aires
	 
	 	 
	

	 	The property at 465 Harbor Ave., Monroe, Michigan, U.S.A.
	 
	 	 
	

	 	The property at 1819 South
9th St., Manitowoc, Wisconsin, U.S.A.
	 
	 	 
	

	 	The property at Lot 8, Markeys Road, Marian, Queensland, Australia







124









 






SCHEDULE 10




NOT USED




125









 








SCHEDULE 11




DISCLOSURES FOR THE PURPOSES OF CLAUSES 4.1 AND 4.2





	1.	 	The finalisation of some New Security Documents may be a condition
subsequent to drawdown and accordingly representations and warranties in
relation to such documents may not be correct at the date of this document
or at the first Drawdown Date.
	 
	2.	 	The representations and warranties are subject generally to any matter
specifically disclosed in any of the legal opinions delivered under clause
2.1.






126










 





SCHEDULE 12




SUBSTITUTION CERTIFICATE




DATE




PARTIES





	 	 	The financial institution listed in part A of the schedule, for itself
and each of its Subscriber Affiliates (the “Retiring Subscriber”)
	 
	 	 	The financial institution listed in part B of the schedule, for itself
and each of its proposed Subscriber Affiliates (the “New Subscriber”)
	 
	 	 	Credit Suisse First Boston Melbourne Branch ARBN 061 700 712 (the
“Facility Agent”), for itself and for each other party to the Senior
Funding Agreement and the Facility Agreements and any Subscriber
Affiliates (except for the Retiring Subscriber and the New Subscriber and
their respective Subscriber Affiliates)
	 
	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The following definitions apply in this document.
	 
	 	 	“Relevant Funding Portion” means each Funding Portion that is outstanding
under the Relevant Facility.
	 
	 	 	“Relevant Commitment” means the Retiring Subscriber’s Commitment under
the Relevant Facility.
	 
	 	 	“Relevant Facility” means:






	(a)	 	the “Facility”, under the Term A Facility Agreement;
	 
	(b)	 	the “Facility” under the Revolving Facility Agreement,





   as specified in the schedule.


	 	 	“Relevant Facility Agreement” means the Facility Agreement under which
the Relevant Facility is provided.
	 
	 	 	“Senior Funding Agreement” means the Senior Funding Agreement dated
[date] between Burns, Philp & Company Limited, certain of its
subsidiaries, the Facility Agent and others.
	 
	 	 	“Substituted Commitment” means the amount (being a proportion or all of
the Retiring Subscriber’s Relevant Commitment) specified under the
heading “Substituted Commitment Amount” in the schedule.
	 
	 	 	“Substituted Participation” means:




127









 












	(a)	 	the Substituted Commitment;
	 
	(b)	 	the corresponding proportion of the Retiring Subscriber’s
Share of each Relevant Funding Portion; and
	 
	(c)	 	any related rights and obligations.






	 	 	“Substitution Date” means [date(s)].

	 
	1.2	 	Terms defined in the Senior Funding Agreement
	 
	 	 	Terms that are defined in the Senior Funding Agreement have the same
meaning in this document.
	 
	1.3	 	Rules for interpreting this document

	 
	 	 	Clause 1.2 of the Senior Funding Agreement applies to this document.


	 
	1.4	 	Document binds Subscriber Affiliates

	 
	 	 	The Retiring Subscriber and the New Subscriber represent and warrant that
their respective Subscriber Affiliates are bound by this document.
	 
	2.	 	SUBSTITUTION
	 
	 	 	On the Substitution Date:
	 
	 	 	the New Subscriber and its Subscriber Affiliates are substituted for the
Retiring Subscriber and its Subscriber Affiliates in respect of all the
rights and obligations of the Retiring Subscriber under the Senior
Funding Agreement, the relevant Facility Agreement and each other
Transaction Document in relation to the Substituted Participation, other
than:






	(a)	 	obligations (if any) due to be satisfied before the Substitution
Date; and
	 
	(b)	 	rights to amounts (if any) that are due and payable before
the Substitution Date [but not paid by that date].






	3.	 	RELEASE OF RETIRING SUBSCRIBER
	 
	 	 	On the Substitution Date, the Retiring Subscriber and its Subscriber
Affiliates cease to be entitled to their rights, and are released from
their obligations, under the Senior Funding Agreement, the Relevant
Facility Agreement and each other Transaction Document in relation to the
Substituted Participation, other than the rights and obligations
described in clauses 2(a) and (b).
	 
	4.	 	ASSUMPTION BY NEW SUBSCRIBER
	 
	 	 	On the Substitution Date:






	(a)	 	the New Subscriber is taken to be a party to the Senior
Funding Agreement, the Relevant Facility Agreement and each other
Transaction Document to which the Retiring Subscriber is or was a
party in relation to the Substituted Participation; [and]




128









 






	(b)	 	the New Subscriber and its Subscriber Affiliates on the one
hand, and each of the parties to the Senior Funding Agreement, the
Relevant Facility Agreement and each other Transaction Document and
any of their Subscriber Affiliates on the other hand, assume
obligations to each other and acquire rights against each other that
are identical to the rights and obligations that cease and are
released under clause 3, except to the extent that they relate to
the identity and location of the New Subscriber or its Subscriber
Affiliates rather than to the identity and location of the Retiring
Subscriber or its Subscriber Affiliates [; and]
	 
	(c)	 	[the Retiring Subscriber has a Relevant Commitment, and the
Retiring Subscriber and its Subscriber Affiliates have a Share in
each Relevant Funding Portion, equal to that Relevant Commitment and
Share immediately before the Substitution Date, less the Substituted
Participation].






	5.	 	CONFIRMATION BY NEW SUBSCRIBER
	 
	 	 	The New Subscriber confirms that:






	(a)	 	it has received a copy of the Senior Funding Agreement, the
Relevant Facility Agreement and each other Transaction Document,
together with any other documents and information that it requires
in connection with this transaction; and
	 
	(b)	 	it and its Subscriber Affiliates have not relied and will not
rely on the Retiring Subscriber or the Facility Agent to check or
enquire on its behalf into the execution, validity, effectiveness,
genuineness, enforceability, sufficiency, accuracy or completeness
of any of those documents or that information.






	6.	 	PAYMENTS AND DELIVERIES
	 
	 	 	On and after the Substitution Date, the Facility Agent must make all
payments and deliveries that are due to be made under the Senior Funding
Agreement, the Relevant Facility Agreement and each other Transaction
Document in relation to the Substituted Participation to the New
Subscriber and its Subscriber Affiliates. Accordingly, the Retiring
Subscriber and the New Subscriber and their respective Subscriber
Affiliates must make, directly to each other, whatever payments and
adjustments they agree regarding the principal, accrued interest, fees,
expenses and other amounts that have accrued by reference to the
Substituted Participation before the Substitution Date.
	 
	7.	 	LENDING OFFICE
	 
	 	 	The Lending Office of the New Subscriber or its Subscriber Affiliates in
relation to each Borrower is described in the schedule.
	 
	8.	 	NOTICES
	 
	 	 	For the purposes of clause 16 of the Senior Funding Agreement, the
address of the New Subscriber is the address described in the schedule,
or another address that the New Subscriber may notify to each other party
to the Senior Funding Agreement.






129










 






	9.	 	GOVERNING LAW






	 	(a)	 	This document is governed by the law in force in New South
Wales.
	 
	 	(b)	 	Each party to this document submits to the non-exclusive
jurisdiction of the courts exercising jurisdiction in New South
Wales, and any court that may hear appeals from any of those courts,
for any proceedings in connection with any Transaction Document, and
waives any right it might have to claim that those courts are an
inconvenient forum.




130









 











SCHEDULE TO SUBSTITUTION CERTIFICATE




PART A – RETIRING SUBSCRIBER




Name:                       [insert]




PART B – NEW SUBSCRIBER




	 	 	 	 	 
	1.


2.


3.


4.

	 	Name:


Subscriber Affiliates:


Lending Offices:


Notice details:
	 	[insert]


[specify, where appropriate, for each Borrower]


[specify separately for each Borrower]


[insert]







PART C – WHAT IS BEING SUBSTITUTED





	1.

 

	 	Relevant Facility:
 
	 	[insert]

 
	2.

	 	Substituted Commitment:
	 	AUD[insert]







131









 






SCHEDULE 13




DELETED




132









 








SCHEDULE 14




IA WITHDRAWAL REQUEST




BURNS, PHILP & COMPANY LIMITED ABN 65 000 000 359




	 	 	 
	To:

	 	Credit Suisse First Boston, Melbourne Branch
	

	 	Level 27
	

	 	101 Collins Street

MELBOURNE VIC 3000
	 
	 	 
	Attention:

	 	[name]
	 
	 	 
	To:

	 	J. P. Morgan Australia Limited
	

	 	[Address]
	 
	 	 
	Attention:

	 	[name]







Senior Funding Agreement — IA Withdrawal Request




We refer to the Senior Funding Agreement dated [date] (the “Funding Agreement”)
between Burns, Philp & Company Limited, certain of its subsidiaries, Credit
Suisse First Boston Melbourne Branch and others. Terms used in this IA
Withdrawal Request that are defined in the Funding Agreement have the same
meanings as in the Funding Agreement.




We give you irrevocable notice that the relevant Group Security Providers wish
to withdraw funds from their Investment Account as follows.





	1.	 	Withdrawal Date:






	2.	 	Details of each withdrawal for each Group Security Provider:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group Security	 	Investment Account	 	 	 	 	 	Amount to be	 	Transfer account
	Provider
	 	details
	 	Currency
	 	withdrawn
	 	details

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







Please credit each withdrawal to the transfer account specified in the table.




This withdrawal is being made under clause 7.4 [complete as appropriate] of the
Funding Agreement. We certify that the requirements of that clause have been
satisfied.





133










 





	 	 	 
	Dated [date].
	 	 
	 
	 	 
	For and on behalf of BURNS, PHILP &
	 	 
	COMPANY LIMITED by its Authorised
	 	 
	Representative:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of Authorised Representative
	 
	 	 
	

	 	

	

	 	Name







134









 






	 	 	 
	EXECUTED as an agreement.
	 	 
	 
	 	 
	PARENT
	 	 
	 
	 	 
	SIGNED for BURNS, PHILP &
	 	 
	COMPANY LIMITED under power of
	 	 
	attorney in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	INITIAL BORROWERS
	 	 
	 
	 	 
	SIGNED for BURNS PHILP TREASURY
	 	 
	(AUSTRALIA) LIMITED under power of
	 	 
	attorney in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney







135









 






	 	 	 
	SIGNED for BURNS PHILP
	 	 
	DEUTSCHLAND GmbH under power of
	 	 
	attorney in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for BURNS PHILP INC. under
	 	 
	power of attorney in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for BURNS PHILP (NEW
	 	 
	ZEALAND) LIMITED under power of
	 	 
	attorney in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 







136









 






	 	 	 
	SIGNED for BURNS PHILP FOOD
	 	 
	LIMITED under power of attorney in the
	 	 
	presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for BPC1 PTY LIMITED under
	 	 
	power of attorney in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney







137









 






	 	 	 
	ARRANGERS
	 	 
	 
	 	 
	SIGNED for CREDIT SUISSE FIRST
	 	 
	BOSTON, MELBOURNE BRANCH by its
	 	 
	authorised signatories in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of authorised signatory
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Signature of authorised signatory
	 
	 	 
	

	 	

	

	 	Name







138









 






	 	 	 
	SIGNED for BOS INTERNATIONAL
	 	 
	(AUSTRALIA) LIMITED under power of
	 	 
	attorney in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for CREDIT AGRICOLE
	 	 
	INDOSUEZ AUSTRALIA LIMITED
	 	 
	under power of attorney in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney







139









 






	 	 	 
	FACILITY AGENT
	 	 
	 
	 	 
	SIGNED for CREDIT SUISSE FIRST
	 	 
	BOSTON, MELBOURNE BRANCH by its
	 	 
	authorised signatories in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of authorised signatory
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Signature of authorised signatory
	 
	 	 
	

	 	

	

	 	Name
	 
	 	 
	INITIAL SUBSCRIBERS
	 	 
	 
	 	 
	SIGNED for CREDIT SUISSE FIRST
	 	 
	BOSTON, MELBOURNE BRANCH by its
	 	 
	authorised signatories in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of authorised signatory
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Signature of authorised signatory

	 
	 	 
	

	 	

	

	 	Name







140









 






	 	 	 
	SIGNED for BOS INTERNATIONAL
	 	 
	(AUSTRALIA) LIMITED under power of
	 	 
	attorney in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney
	 
	 	 
	SIGNED for CREDIT AGRICOLE
	 	 
	INDOSUEZ AUSTRALIA LIMITED by
	 	 
	its authorised signatory in the presence of:
	 	 
	 
	 	 
	

	 	

	

	 	Signature of authorised signatory
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney








141