EX-10.26



 





Exhibit 10.26



Second Amendment and Restatement

Agreement - Revolving Facility 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)	 	Revolving Facility 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) and the financial institutions listed in
schedule 2 to that document as amended and restated as at 21
February 2003.
	 
	 	 	 	 	 	 
	Governing law	 	New South Wales.
	 
	 	 	 	 	 	 
	Date of Amending
Agreement	 	See Signing page







	 	 	 
	© Mallesons Stephen Jaques

	 	Second Amendment and Restatement Agreement - Revolving Facility Agreement

10 November 2003







1









 





Second Amendment and Restatement

Agreement - Revolving Facility 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 11 (“General”) of the Original Document applies mutatis mutandis
to this agreement as if it was 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

	 	Second Amendment and Restatement Agreement - Revolving Facility 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

	 	Second Amendment and Restatement Agreement - Revolving Facility 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







	 	 	 
	© Mallesons Stephen Jaques

	 	Second Amendment and Restatement Agreement - Revolving Facility Agreement

10 November 2003







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

	 	Second Amendment and Restatement Agreement - Revolving Facility Agreement

10 November 2003







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 authorised signatory
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

Signature of authorised signatory
	 
	 	 
	

	 	

Name







	 	 	 
	© Mallesons Stephen Jaques

	 	Second Amendment and Restatement Agreement - Revolving Facility Agreement

10 November 2003







7









 





Annexure A



	 	 	 
	© Mallesons Stephen Jaques

	 	Second Amendment and Restatement Agreement - Revolving Facility Agreement

10 November 2003







8









 






MALLESONS STEPHEN JAQUES



Second Amendment and

Restatement Agreement - 

Revolving Facility

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

6717009_5



 









 







Second Amendment and Restatement

Agreement - Revolving Facility 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

	 	Second Amendment and Restatement Agreement - Revolving Facility Agreement

10 November 2003













i









 




Revolving Facility Agreement


Details


Interpretation
– definitions are in clause 1.1



	 	 	 	 	 	 	 
	Parties
	 	Parent, Initial Borrowers, Facility Agent and Initial Subscribers
	 	 
	Parent

	 	Name
	 	Burns, Philp & Company Limited	 	 
	

	 	ABN
	 	65 000 000 359	 	 
	

	 	Address
	 	Level 23, 56 Pitt Street, Sydney, NSW, 2000	 	 
	

	 	Fax
	 	(61 2) 9247 3272	 	 
	

	 	Attention
	 	Helen Golding, Company Secretary and
General Counsel	 	 
	Initial Borrowers

	 	 	 	The entities listed in schedule 1	 	 
	Facility Agent

	 	Name
	 	Credit Suisse First Boston, Melbourne

Branch	 	 
	

	 	ABN
	 	17 061 700 712	 	 
	

	 	Address
	 	Level 27, 101 Collins Street, Melbourne,

Victoria, 3000	 	 
	

	 	Fax
	 	(61 3) 9653 3444	 	 
	

	 	Attention
	 	Malcolm White, Facility Agent	 	 
	Initial Subscribers

	 	 	 	The financial institutions listed in

schedule 2	 	 
	Date of agreement	 	See Signing page







	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement

10 November 2003









1








 





Revolving Facility Agreement


General terms




	 	1   	 	Interpretation

	 
	 	1.1	 	Definitions
	 
	 	 	 	The following definitions apply in this document.
	 
	 	 	 	Associate has the meaning given to that term in section 128F(1) of
the Tax Act.
	 
	 	 	 	Availability Period means the period commencing on the date of this
document and ending on the Termination Date.
	 
	 	 	 	Borrower means an Initial Borrower or a New Borrower.
	 
	 	 	 	Borrowing Currency means, for a Borrower, a currency specified for
that Borrower in schedule 1.
	 
	 	 	 	Commitment means, for a Subscriber, the amount specified as such in
schedule 2, or acquired under a Substitution Certificate, as adjusted
under this document.
	 
	 	 	 	Debenture Holder has the meaning given to that term in the
Debenture Trust Deed.
	 
	 	 	 	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.
	 
	 	 	 	Drawdown Date means the date on which a Funding Portion is, or is
proposed to be, provided to a Borrower under a Drawdown Notice by the
subscription for Revolving Debentures and by the paying up of unpaid
amounts in relation to the aggregate Face Value Amount of those
Revolving Debentures.
	 
	 	 	 	Drawdown Notice means a properly completed notice substantially in
the form set out in schedule 3.
	 
	 	 	 	Face Value Amount means, in relation to a Revolving Debenture, the
amount expressed as the face value amount of that Revolving Debenture,
as recorded in the Register.
	 
	 	 	 	Facility means the revolving multicurrency debenture subscription
facility made available under this document.
	 
	 	 	 	Facility Commitment means, at any time, the sum of the Commitments
at that time, initially being AUD 100,000,000 as reduced under clause 8.
	 
	 	 	 	Funding Portion means each portion of the Facility Commitment
provided under this agreement by the subscription for Revolving
Debentures and by the





	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement

10 November 2003







2









 







	 	 	 	paying up of the relevant unpaid portion of the aggregate Face Value
Amount of those Revolving Debentures which has the same Borrower, the
same Drawdown Date or Rollover Date and the same Term.
	 
	 	 	 	Initial Revolving Debentures means the initial Revolving Debentures
issued on the first Funding Portion being provided under the Facility.
	 
	 	 	 	Interest Rate means, for the Term of a Funding Portion, the rate
per annum which is the sum of:






	 	(a)	 	the Base Rate for the relevant currency for the period that
is the Term of that Funding Portion; and
	 
	 	(b)	 	the Margin on the Drawdown Date or Rollover Date for the
Funding Portion, as applicable.






	 	 	 	Margin means:






	 	(a)	 	for a Funding Portion that begins on or within 6 months of
the first Drawdown Date — 2.00% per annum;
	 
	 	(b)	 	subject to paragraph (a), for a Funding Portion, 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) of the Senior Funding Agreement:





	 	 	 	 	 
	Gearing Ratio
	 	Margin

	3.51 times or greater
	 	 	2.00	%
	3.26 times or greater but less than 3.51 times
	 	 	1.75	%
	3.01 times or greater but less than 3.26 times
	 	 	1.50	%
	2.51 times or greater but less than 3.01 times
	 	 	1.25	%
	Less than 2.51 times
	 	 	1.00	%







Master Debenture has the meaning given to that term in the
Debenture Trust Deed.



Maturity Date means, for a Funding Portion, the last day of the
Term of that Funding Portion.



New Borrower means a Group Member that becomes a Borrower in
accordance with clause 5.7 of the Senior Funding Agreement on the basis
that it is to share in the Commitments that are provided to an Initial
Borrower under this document.



	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement

10 November 2003







3









 






New Subscriber means a financial institution that becomes a
Subscriber for the purposes of this document in accordance with clause
13 of the Senior Funding Agreement.



Paid Up Amount means, in relation to a Revolving Debenture at any
time, the total amount paid up by the Subscriber for that Revolving
Debenture, as recorded in the Register.



Permitted Term means:




	 	(a)	 	1, 2, 3 or 6 months; or
	 
	 	(b)	 	such other period as the Parent requests, as long as the
Facility Agent is satisfied that the choice of that period as the
Permitted Term is intended to enable the relevant Borrower to
improve the alignment of the Term of Funding Portions with hedging
periods under interest rate Treasury Transactions entered into by
the Group or to align the Term of Funding Portions with the timing
of repayment obligations under this document.





Register means the register of Debenture Holders maintained under
the Debenture Trust Deed.



Revolving Debenture means has the meaning given to that term in the
Debenture Trust Deed.



Rollover Date means the date on which a Funding Portion is, or is
proposed to be, provided to a Borrower under a Rollover Notice.



Rollover Notice means a properly completed notice substantially in
the form set out in schedule 4.



Senior Funding Agreement means the document entitled “TLA Senior
Funding Agreement” dated 16 January 2003 between the parties to this
document and others.



Share means:




	 	(a)	 	for a Subscriber, in relation to a proposed Funding
Portion, the proportion that the Subscriber’s Commitment bears to
the Facility Commitment; and
	 
	 	(b)	 	for a Subscriber in relation to an outstanding Funding
Portion, the proportion of the Funding Portion that is owing to it
or one of its Subscriber Affiliates.





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 in accordance with clause 13
of the Senior Funding Agreement.



Subscription Account means in relation to a Borrower, the bank
account of that Borrower in the Australian Capital Territory or outside
Australia.



	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement

10 November 2003







4









 






Tax Act means the Income Tax Assessment Act 1936 (Cth).



Term means the term for which a Funding Portion may be outstanding
provided that:




	 	(a)	 	a Term that would otherwise end on a day that is not a
Business Day ends on the preceding Business Day; and
	 
	 	(b)	 	a Term that would otherwise end after the Termination Date
ends on the Termination Date or, if the Termination Date is not a
Business Day, on the last Business Day before the Termination Date.





Total Undrawn Commitment means the Facility Commitment less the
aggregate AUD Equivalent of the Paid Up Amount under all Revolving
Debentures.



Underwriter means each of Credit Agricole Indosuez Australia
Limited, BOS International (Australia) Limited and Credit Suisse First
Boston Melbourne Branch.




	 	1.2	 	Definitions in Senior Funding Agreement
	 
	 	 	 	Subject to the description of the parties at the start of this document
and to clause 1.1, a term that is defined in the Senior Funding
Agreement has the same meaning in this document.
	 
	 	1.3	 	Other interpretation clauses from Senior Funding Agreement
	 
	 	 	 	Clauses 1.2 to 1.6 of the Senior Funding Agreement apply to this
document.
	 
	 	1.4	 	Issue of Revolving Debentures
	 
	 	 	 	References in the Transaction Documents to the issue of Revolving
Debentures are references to the issue of the Master Debenture to which
the Revolving Debentures relate and to the recording in the Register of
the details of the Revolving Debentures and the Debenture Holders of
those Revolving Debentures.
	 
	 	2	 	Commitment, purpose and availability of Facility
	 
	 	2.1	 	Provision of Commitment
	 
	 	 	 	Subject to this agreement, each Subscriber must make its Commitment
available to the Borrowers under this agreement by subscribing for a
Revolving Debenture and paying up any unpaid amount of the Face Value
Amount of that Revolving Debenture.
	 
	 	2.2	 	Maximum accommodation
	 
	 	 	 	The aggregate Face Value Amount of Revolving Debentures to be subscribed
for by the Subscribers under this document is equal to the Facility
Commitment. The maximum applies to the Borrowers as a whole and is not
a limit applying to each Borrower individually.





	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement

10 November 2003








5










 






	2.3	 	Several obligations and rights of Subscribers
	 
	 	 	The obligations and rights of the Subscribers under this agreement and
each other Transaction Document are several and:






	 	(a)	 	the failure of a Subscriber to perform its obligations does
not relieve any other Subscriber from any of its obligations;
	 
	 	(b)	 	no Subscriber is responsible for the obligations of any
other Subscriber or the Facility Agent (unless it is the Facility
Agent);
	 
	 	(c)	 	subject to each Transaction Document, each Subscriber may
separately enforce its rights under any Transaction.






	2.4	 	Purpose of the Facility
	 
	 	 	The Parent and the Borrowers must only use the proceeds of a Funding
Portion for:






	 	(a)	 	working capital purposes; and
	 
	 	(b)	 	providing financial accommodation to Goodman and/or its
Subsidiaries to discharge or satisfy their obligations under the
GMF Securitisation Facility (Purpose), provided that:






	 	(i)	 	if the proceeds of a Funding Portion are so
utilised, the Threshold Amount will be reduced by the amount
by which the proceeds of a Funding Portion are so utilised;
	 
	 	(ii)	 	the proceeds of a Funding Portion can only be
utilised by the Parent and the Borrowers for the Purpose, up
to a maximum amount of AUD50,000,000;
	 
	 	(iii)	 	the Parent and the Borrowers agree that if a
Funding Portion is drawn for the Purpose, the Funding
Portion will be fully repaid within 180 days of the relevant
Drawdown Date.






	3	 	Funding procedures
	 
	3.1	 	Delivery of Drawdown Notice or Rollover Notice






	 	(a)	 	If the Parent requires a Funding Portion to be provided to
a Borrower using any of the Total Undrawn Commitment it must
deliver to the Facility Agent a Drawdown Notice under this clause
3.1.
	 
	 	(b)	 	If the Parent requires a Funding Portion provided to a
Borrower to be rolled over in the same currency it must deliver to
the Facility Agent a Rollover Notice under this clause 3.1.
	 
	 	(c)	 	Promptly after receipt of a Drawdown Notice or Rollover
Notice, the Facility Agent must notify each Subscriber of its
contents and of each Subscriber’s Share of the Funding Portion
requested or to be rolled over.





	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 







6









 







	 	(d)	 	If a Drawdown Notice or Rollover Notice is received by the
Facility Agent after 2.00pm (Melbourne time) on any Business Day
the Facility Agent is not obliged to notify the Subscribers under
clause 3.1(c) until the next Business Day.






	3.2	 	Requirements for a Drawdown Notice or Rollover Notice
	 
	 	 	A Drawdown Notice or Rollover Notice:






	 	(a)	 	must be in writing in the form of, and specifying the
matters set out in schedule 3 (in the case of a Drawdown Notice)
and schedule 4 (in the case of a Rollover Notice);
	 
	 	(b)	 	must be received by the Facility Agent no later than 2.00pm
(Melbourne time) on a day at least 5 Business Days before the
proposed Drawdown Date or Rollover Date, as the case may be (or
such shorter period as the Facility Agent may agree in writing);
	 
	 	(c)	 	must be signed by an Authorised Representative of the
Parent on behalf of the relevant Borrower;
	 
	 	(d)	 	must specify a Business Day in the Availability Period as
the Drawdown Date or Rollover Date (being a day, in the case of a
Rollover Notice, that is the Maturity Date of the Funding Portion
being rolled over);
	 
	 	(e)	 	must request, for each Borrower, an amount for each
proposed Funding Portion that:






	 	(i)	 	is denominated in a Borrowing Currency for
that Borrower; and
	 
	 	(ii)	 	is either:






	 	(A)	 	AUD5,000,000 or a multiple of
AUD2,000,000 that is greater than that amount; or
	 
	 	(B)	 	if the Funding Portion is to
be denominated in a currency other than Australian
Dollars, an amount that has an AUD Equivalent equal
to such an amount (calculated at the relevant Spot
Rate on the day the Drawdown Notice or Rollover
Notice is given) rounded to the nearest million in
the denominated currency; and






	 	(f)	 	specify a Term for each proposed Funding Portion that:






	 	(i)	 	is a Permitted Term; and
	 
	 	(ii)	 	reflects as far as possible the hedging
periods under the interest rate Treasury Transactions
entered into by Borrowers; and
	 
	 	(iii)	 	is such that the Maturity Date for the
proposed Funding Portion is a Business Day in the
Availability Period.


 

	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 






7









 












	 	 	A Drawdown Notice or Rollover Notice is effective when received by the
Facility Agent as contemplated by clause 3.2(b) and, once effective, is
irrevocable.
	 
	3.3	 	Subscribers to provide Share of Funding Portions
	 
	 	 	Subject to this document, if a Drawdown Notice given under clause 3.2
requests a Funding Portion or a Rollover Notice given under clause 3.2
requests a rollover of a Funding Portion, and the provision by that
Subscriber (or Subscriber Affiliate) of its Share of the Funding Portion
would not cause the AUD Equivalent of that Subscriber’s Share of
outstanding Funding Portions or the AUD Equivalent of the Paid Up Amount
of that Subscriber’s Revolving Debenture (calculated on the Drawdown
Date or Rollover Date) to exceed either its Commitment or the Face Value
Amount of its Revolving Debenture, then that Subscriber must provide (or
procure that a Subscriber Affiliate provides) its Share of that Funding
Portion to the Facility Agent (for the account of the relevant Borrower)
through the relevant Lending Office on the Drawdown Date or Rollover
Date.
	 
	3.4	 	Conditions Precedent
	 
	 	 	A Subscriber is not obliged to provide or rollover any Funding Portion,
or its Share of any Funding Portion (or procure that a Subscriber
Affiliate provides or rolls over any Funding Portion or its Share of any
Funding Portion) unless:






	 	(a)	 	clause 2.1 of the Senior Funding Agreement has been
complied with, and clause 3.2 of this document has been complied
with in relation to the Funding Portion;
	 
	 	(b)	 	the representations and warranties in clause 4 of the
Senior Funding Agreement which are taken to be repeated on each
Drawdown Date and Rollover Date as provided in clause 4 of the
Senior Funding Agreement are true on the Drawdown Date or Rollover
Date with reference to the facts and circumstances subsisting at
that date; and
	 
	 	(c)	 	 






	 	(i)	 	in the case of the provision of a Funding
Portion on a Drawdown Date, no Event of Default, Potential
Event of Default or Review Event has occurred and is
continuing, and that the provision of the Funding Portion
will not result in the occurrence of an Event of Default,
Potential Event of Default or Review Event; and
	 
	 	(ii)	 	in the case of the rollover of a Funding
Portion on a Rollover Date, no Event of Default has occurred
and is continuing and that the rollover of the Funding
Portion will not result in the occurrence of an Event of
Default.






	3.5	 	Lack of appropriate funding
	 
	 	 	If:





	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 






8









 












	 	(a)	 	the Parent delivers a Drawdown Notice or Rollover Notice
(the date on which the Drawdown Notice or Rollover Notice is
delivered being the “Delivery Date”); and
	 
	 	(b)	 	the Facility Agent notifies the Parent on or before the
Drawdown Date or Rollover Date that:






	 	(i)	 	it or any relevant Subscriber or Subscriber
Affiliate is unable (for any reason) to obtain funding of a
requested Funding Portion (other than a Funding Portion
denominated in Australian Dollars or United States Dollars)
in the currency or for the Term requested in the ordinary
course of its funding activities in the relevant interbank
markets;
	 
	 	(ii)	 	for reasons affecting the relevant interbank
market, there are no appropriate means for calculating the
Interest Rate for a requested Funding Portion (other than a
Funding Portion denominated in Australian Dollars) in
accordance with the other provisions of this document; or
	 
	 	(iii)	 	the rate determined in accordance with the
definition of “Interest Rate” (ignoring the operation of
this subclause) is less than the cost to any relevant
Subscriber or Subscriber Affiliate of obtaining an amount in
the relevant currency to fund a requested Funding Portion
(other than a Funding Portion denominated in Australian
Dollars),






	 	 	then, unless the Facility Agent (acting on the instructions of all
Subscribers) and the Parent agree to amend the Drawdown Notice or
Rollover Notice to specify an alternative currency or Term for that
Funding Portion (in which case the amended Drawdown Notice or Rollover
Notice is deemed to have been delivered on the Delivery Date), the
Drawdown Notice or Rollover Notice is taken to be withdrawn.
	 
	3.6	 	Facility Agent’s discretions concerning conditions precedent






	 	(a)	 	The Facility Agent (acting on the instructions of all
Subscribers) may waive, or postpone the time for, fulfilment of any
condition precedent concerning a Funding Portion.
	 
	 	(b)	 	Where a postponement is allowed under paragraph (a), the
Parent and the relevant Borrower must comply with the terms of the
postponement. The Parent and the relevant Borrower breach this
document if they fail to satisfy the condition by the postponed
date for compliance.
	 
	 	(c)	 	A notice from the Facility Agent to the Subscribers that
each item referred to in clause 2.1 of the Senior Funding Agreement
or clause 3.2 of this document has been received or satisfied to
the Facility Agent’s satisfaction, or waived or postponed under
paragraph (a), discharges in full the Facility Agent’s obligations
to the Subscribers concerning those items.





	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 






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	3.7	 	Reduction of requested Funding Portion if Commitment would be exceeded






	 	(a)	 	If:






	 	(i)	 	the Parent requests a Funding Portion for a
Borrower in a Drawdown Notice or Rollover Notice; and
	 
	 	(ii)	 	the amount specified for that Funding Portion
would cause any Subscriber’s Share of outstanding Funding
Portions to exceed its Commitment immediately after the
Funding Portion is provided,






	 	 	 	then the amount specified for that Funding Portion is taken to be
reduced to the extent that the Facility Agent decides is
necessary to ensure that no Subscriber’s Share of outstanding
Funding Portions will exceed its Commitment immediately after the
Funding Portion is provided.
	 
	 	(b)	 	If more than one Funding Portion is requested to be
provided on the same day, the Facility Agent may select the Funding
Portion or Funding Portions to which this sub-clause is to apply.






	4	 	Interest
	 
	4.1	 	Accrual and payment of interest






	 	(a)	 	Interest accrues on each Funding Portion at the Interest
Rate for the Borrowing Currency in which the Funding Portion is
denominated and for the Term of that Funding Portion from (and
including) its Drawdown Date or Rollover Date to (but excluding)
its Maturity Date.
	 
	 	(b)	 	Each Borrower must pay to the Facility Agent (for the
account of the Subscribers) the interest that accrues on each
Funding Portion in the Borrowing Currency in which the Funding
Portion is denominated, in arrears on the Maturity Date for that
Funding Portion and if the Term of the Funding Portion is greater
than 6 months, on the day that is 6 months after its Drawdown Date
or Rollover Date.






	4.2	 	Notification of Interest Rate
	 
	 	 	The Facility Agent must notify the Parent of the Interest Rate for a
Funding Portion promptly after it has calculated it.
	 
	4.3	 	Accrual and calculation of interest
	 
	 	 	Interest under this clause:






	 	(a)	 	accrues daily; and
	 
	 	(b)	 	is calculated on the basis of:






	 	(i)	 	the actual number of days on which interest
has accrued; and





	 	 	 	 	 
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	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 






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	 	(ii)	 	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.






	5	 	Facility
	 
	5.1	 	Subscription for, and issue of Debentures






	 	(a)	 	If the Parent gives a Drawdown Notice for a Funding Portion
or a Rollover Notice to rollover a Funding Portion under the
Facility then, subject to this agreement, each Subscriber must
provide (or procure that a Subscriber Affiliate provides) to the
Facility Agent its Share of the Funding Portion in the Borrowing
Currency denominated in the Drawdown Notice on the specified
Drawdown Date and in accordance with that Drawdown Notice or in the
Rollover Notice on the specified Rollover Date and in accordance
with that Rollover Notice.
	 
	 	(b)	 	In the case of the first Funding Portion under the
Facility, each Subscriber must provide (or procure that a
Subscriber Affiliate provides) its Share of the Funding Portion by
subscribing in the Australian Capital Territory or outside
Australia for a Revolving Debenture recorded in the Register as
being held by that Subscriber (and its Subscriber Affiliates) on
the specified Drawdown Date.
	 
	 	(c)	 	 






	 	(i)	 	In the case of the second and each subsequent
Funding Portion under the Facility which is provided before
24 June 2003, each Subscriber must provide (or procure that
a Subscriber Affiliate provides) its Share of the Funding
Portion by paying up in the Borrowing Currency of the
Funding Portion in the Australian Capital Territory or
outside Australia part of the unpaid Face Value Amount of
the Revolving Debenture recorded in the Register as being
held by it.
	 
	 	(ii)	 	In the case of each subsequent Funding
Portion under the Facility which is provided on or after 24
June 2003, each Subscriber must provide (or procure that a
Subscriber Affiliate provides) its Share of the Funding
Portion by paying up in the Borrowing Currency of the
Funding Portion in the Australian Capital Territory, New
South Wales or outside Australia part of the unpaid Face
Value Amount of the Revolving Debenture recorded in the
Register as being held by it.






	 	(d)	 	The Borrowers must issue a Master Debenture for the benefit
of each Subscriber on the first Drawdown Date under the Facility.
	 
	 	(e)	 	The Master Debenture issued for the benefit of a Subscriber
under clause 5.1(d):





	 	 	 	 	 
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	 	10 November 2003	 	 






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	 	(i)	 	must be executed and issued in the Australian
Capital Territory or outside Australia;
	 
	 	(ii)	 	must be issued in or substantially in the
form set out in the Debenture Trust Deed.






	 	(f)	 	The Face Value Amount of each Revolving Debenture recorded
in the Register as being held by a Subscriber will be equal to the
Commitment of that Subscriber, and will have an initial Paid Up
Amount equal to that Subscriber’s (and Subscriber Affiliate’s)
Share of the first Funding Portion provided on the first Drawdown
Date under the Facility.
	 
	 	(g)	 	The Paid Up Amount of each Revolving Debenture recorded in
the Register as being held by a Subscriber will be increased by an
amount equal to that Subscriber’s (and Subscriber Affiliate’s)
Share of the second and each subsequent Funding Portion provided
under clause 5.1(c).
	 
	 	(h)	 	Details of each Revolving Debenture subscribed for by a
Subscriber under this clause 5.1 will be recorded in the Register
by the Security Trustee in accordance with clause 6.6 of the
Debenture Trust Deed.






	5.2	 	Payment to Borrower
	 
	 	 	On receipt of the amounts paid to it by the Subscribers (and Subscriber
Affiliates) under clause 5.1(b) and (c), the Facility Agent must pay the
same to a Subscription Account in the Australian Capital Territory or
outside Australia.
	 
	5.3	 	Debenture Trust Deed and Master Debentures
	 
	 	 	Each Subscriber agrees that it is bound by, and subject to, all the
provisions of the Debenture Trust Deed and each Master Debenture which
relate to or affect the rights or obligations of that Subscriber in its
capacity as a Debenture Holder.
	 
	6	 	Line fee
	 
	 	 	The Parent must pay the Facility Agent for the account of the
Subscribers a line fee in Australian Dollars equal to 0.5% per annum of
the Facility Commitment from time to time. This fee:






	 	(a)	 	accrues daily from the date of this document up to and
including the Termination Date;
	 
	 	(b)	 	is calculated on the basis of the actual number of days
elapsed and a 365 day year; and
	 
	 	(c)	 	is payable both quarterly in arrears at the end of each
calendar quarter commencing with a payment on the date which is the
first calendar quarter date after the date of this agreement, until
the Termination Date or, if earlier, on the day on which the
Facility Commitment reduces to zero.





	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 






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	7	 	Repayment
	 
	7.1	 	Notice of voluntary prepayment






	 	(a)	 	Subject to paragraph (b), the Parent may elect that a
Borrower prepay a Funding Portion and the Paid Up Amount of each
Revolving Debenture, by giving a notice to the Facility Agent that:






	 	(i)	 	must be signed by an Authorised
Representative of the Parent;
	 
	 	(ii)	 	must be received by the Facility Agent not
later than 4.00 pm (Melbourne time) at least 30 days before
the date on which the prepayment is to be made; and
	 
	 	(iii)	 	identifies the relevant Borrower, the
relevant Funding Portion and prepayment date and specifies,
as the amount to be prepaid, an amount that is AUD5,000,000
or a greater amount that is an integral multiple of
AUD2,000,000 (or, in the case of a Funding Portion that is
denominated in a currency other than Australian Dollars, an
amount that has a corresponding AUD Equivalent on the day
the notice is given rounded to the nearest million in the
denominated currency) or an amount that is the outstanding
amount of the relevant Funding Portion.






	 	 	 	The notice is effective when given to the Facility Agent as
contemplated by paragraph (a)(ii), is irrevocable once effective
and binds the relevant Borrower to act in accordance with its
terms.
	 
	 	(b)	 	If a notice is given under paragraph (a), the relevant
Borrower must pay to the Facility Agent (for the account of the
Subscribers), on the date specified in a notice:






	 	(i)	 	the amount specified in the notice, in the
currency of the Funding Portion; and
	 
	 	(ii)	 	all interest and fees accrued but unpaid by
it on the relevant Revolving Debentures under this document,
and costs payable under clause 10.1(e) of the Senior Funding
Agreement, in respect of the amount prepaid, in the currency
in which the interest, fees or costs are denominated.






	 	(c)	 	Subject to this document, amounts prepaid under this
subclause may be redrawn.






	7.2	 	Repayment on Maturity Date






	 	(a)	 	Subject to paragraph (b), each Borrower must repay to the
Facility Agent (for the account of the Subscribers) each Funding
Portion on the Maturity Date for that Funding Portion in the
currency of that Funding Portion.
	 
	 	(b)	 	If the Maturity Date for a Funding Portion provided to a
Borrower (the “Maturing Funding Portion”) is also the Rollover Date
for





	 	 	 	 	 
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	 	10 November 2003	 	 






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	 	 	 	another Funding Portion provided to that Borrower in the same
currency (the “New Funding Portion”), the Subscribers or that
Borrower (as the case may be) are only obliged to pay the
difference (if any) between:






	 	(i)	 	the amount of the New Funding Portion; and
	 
	 	(ii)	 	the amount of, and any interest that is due
and payable on, the Maturing Funding Portion.






	 	(c)	 	Subject to this document, amounts repaid may be redrawn.






	7.3	 	Currency fluctuation
	 
	 	 	The parties acknowledge that Funding Portions may also be repaid under
clause 3.10 of the Senior Funding Agreement.
	 
	7.4	 	Repayment on Termination Date
	 
	 	 	On the Termination Date, each Borrower must repay to the Facility Agent
(for the account of the Subscribers) the outstanding Paid Up Amount of
Revolving Debentures and redeem each Revolving Debenture and pay any
accrued but unpaid interest on the Revolving Debentures and all other
amounts then outstanding from it but unpaid under the Revolving
Debentures, this document or the Senior Funding Agreement, in the
currency in which the Paid Up Amount, interest or other amount is
denominated.
	 
	7.5	 	Limit on repayment
	 
	 	 	A Borrower may only prepay or repay Funding Portions and reduce the Paid
Up Amount of Revolving Debentures in accordance with this document.
	 
	7.6	 	Paid Up Amount
	 
	 	 	The Paid Up Amount of each Revolving Debenture recorded in the Register
as being held by a Subscriber will be reduced by an amount equal to that
Subscriber’s Share of any prepayment, repayment or reduction received
under this clause.
	 
	8	 	Optional reduction of commitments during availability period






	 	(a)	 	The Parent may elect during the Availability Period to
reduce the Commitments by an amount that:






	 	(i)	 	is AUD5,000,000 or a greater amount that is a
multiple of AUD2,000,000, or that reduces those Commitments
to zero; and
	 
	 	(ii)	 	is not greater than the Total Undrawn
Commitment (calculated using the AUD Equivalent of the Paid
Up Amounts of Revolving Debentures subscribed for under
those Commitments on the day the reduction is to take
effect) as at the date when the reduction is to take effect,





	 	 	 	 	 
	© Mallesons Stephen Jaques

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	 	10 November 2003	 	 






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	 	 	 	by giving a notice in accordance with paragraph (b).






	 	(b)	 	A notice under paragraph (a) must:






	 	(i)	 	be signed by an Authorised Representative of
the Parent;
	 
	 	(ii)	 	be received by the Facility Agent by 4.00 pm
(Melbourne time) at least 30 days before the date on which
the reduction is to take effect; and
	 
	 	(iii)	 	specify the aggregate amount by which the
Facility Commitment is to be reduced and the date on which
the reduction is to take effect.






	 	 	 	The notice is effective when received by the Facility Agent as
contemplated by subparagraph (b)(ii) and, once effective, is
irrevocable.
	 
	 	(c)	 	If a notice under paragraph (a) takes effect in accordance
with paragraph (b) then, on the nominated date, each Commitment and
the Face Value Amount of the Revolving Debenture held by each
Subscriber to which the notice relates reduces by a pro rata
proportion of the nominated amount.
	 
	 	(d)	 	The Register will be updated by the Security Trustee on
each occasion that a prepayment or repayment of any outstanding
Funding Portion is made under clause 7 or a reduction made under
this clause 8 to reflect the revised Face Value Amounts and Paid Up
Amounts of the Revolving Debentures.
	 
	 	(e)	 	Notwithstanding any other provision of a Transaction
Document, $100 (or the AUD Equivalent) of the Paid Up Amount of
each Revolving Debenture held by each Subscriber must not be repaid
until all moneys owing under the Facility have been paid or
satisfied in full.
	 
	 	(f)	 	Each Commitment reduces to zero and is cancelled on the
Termination Date.






	9	 	Obligations in relation to offer or sale of Revolving Debentures
	 
	9.1	 	No disclosure document
	 
	 	 	The Facility Agent, each Underwriter and each Subscriber acknowledges
that no disclosure document, prospectus, circular, advertisement or
other offering material in relation to the Revolving Debentures has been
lodged with the Australian Securities and Investments Commission or any
governmental agency, and no action has been taken or will be taken in
any jurisdiction which would permit a public offering of a Revolving
Debenture, or possession or distribution of any information memorandum
or any other offering material in relation to a Revolving Debenture, in
any jurisdiction where action for that purpose is required.





	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 






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	9.2	 	Restrictions on offer and sales of Revolving Debentures
	 
	 	 	The Facility Agent, each Underwriter and each Subscriber agrees that it
will not:






	 	(a)	 	directly or indirectly offer, sell, transfer or deliver a
Revolving Debenture or distribute any disclosure document,
prospectus, circular, advertisement or other offering material
relating to the Revolving Debenture in any jurisdiction except
under circumstances that will result in compliance with the laws of
that jurisdiction; or
	 
	 	(b)	 	offer a Revolving Debenture for issue, or invite
applications for the issue of a Revolving Debenture, or make any
offer for the sale or invite offers to purchase a Revolving
Debenture to a person that:






	 	(i)	 	receives the offer or invitation in Australia
unless such offer or invitation:






	 	(A)	 	is an offer or invitation
which does not require disclosure to investors under
Part 6D.2 of the Corporations Act; and
	 
	 	(B)	 	is made in compliance with
the Corporations Act, the Corporations Regulations
and all other applicable laws and regulations; or






	 	(ii)	 	the Facility Agent, the Underwriter or the
Subscriber (as the case may be):






	 	(A)	 	knows is an Associate of a
Borrower (other than in the capacity of a dealer,
underwriter or manager in relation to the placement
of the Revolving Debenture); or
	 
	 	(B)	 	has been notified by a
Borrower as being a person that the Borrower knows
or has reasonable grounds to suspect is an Associate
of the Borrower (other than in the capacity of a
dealer, underwriter or manager in relation to the
placement of the Revolving Debenture); or






	 	(c)	 	circulate or issue a disclosure document, prospectus or
other offering material relating to a Revolving Debenture in
Australia which requires lodging under Chapter 6D of the
Corporations Act.






	 	 	In this clause 9.2, references to a Revolving Debenture include a legal
or equitable right or interest in, or an option to acquire, a Revolving
Debenture.
	 
	9.3	 	Subscribers to observe laws






	 	(a)	 	The Facility Agent, each Underwriter and each Subscriber
agrees to comply with laws in any jurisdiction in which it may
subscribe for, offer, sell, transfer or deliver Revolving
Debentures. A Borrower, Underwriter or the Facility Agent has no
responsibility for obtaining





	 	 	 	 	 
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	 	10 November 2003	 	 






16









 






	 	 	 	any authorisations a Subscriber requires in connection with the
subscription, offer, sale or transfer of Revolving Debentures.






	 	(b)	 	The Facility Agent, each Underwriter and each Subscriber
represents and warrants that it has not done any of the things
described in clause 9.2(b).






	9.4	 	US selling restriction
	 
	 	 	The Facility Agent, each Underwriter and each Subscriber severally
acknowledges that the Revolving Debentures have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), and
may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except in accordance with Regulation
S or pursuant to an exemption from the registration requirements of the
Securities Act. Accordingly, such Facility Agent, each Underwriter and
each Subscriber, and their respective affiliates, and any persons acting
on its or behalf, have not engaged and will not engage in any directed
selling efforts with respect to the Revolving Debentures.
	 
	10	 	Obligations in relation to public offer
	 
	10.1	 	Underwriters’ undertakings
	 
	 	 	Each Underwriter undertakes that:






	 	(a)	 	the Underwriters will offer the Initial Revolving
Debentures for issue to at least 10 persons, each of whom:






	 	(i)	 	the Underwriters will reasonably believe, at
the time of the offer, will be carrying on a business of
providing finance, or investing or dealing in securities, in
the course of operating in financial markets; and
	 
	 	(ii)	 	is not known by the Underwriters (or known or
suspected by the Borrowers and notified to the Underwriters)
to be an Associate of any of the other persons covered by
clause 10.1(a)(i); or






	 	(b)	 	within 30 days of the issue of the Initial Revolving
Debentures to the Underwriters in their capacity as underwriters in
relation to the placement of the Initial Revolving Debentures,
offer the Initial Revolving Debentures for sale or transfer in a
way covered by clause 10.1(a).






	10.2	 	Borrowers’ Undertakings
	 
	 	 	Each Borrower undertakes to immediately notify the Underwriters if any
proposed offeree disclosed to the Borrower is known or suspected by the
Borrower to be an Associate of the Borrowers and agrees to notify the
Underwriters immediately if any proposed transferee of Revolving
Debentures or New Subscriber disclosed to it is known or suspected by it
to be an Associate of a Borrower.





	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 






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	10.3	 	Warranties of each Subscriber
	 
	 	 	Each Subscriber (other than an Underwriter) represents and warrants
that:






	 	(a)	 	an offer to participate in the Facility and to the
subscribe for, or acquire, a Revolving Debenture in accordance with
this agreement was made to it by an Underwriter;
	 
	 	(b)	 	it was at the time of the offer, and will be at the time of
issue to it of a Revolving Debenture, carrying on a business of
providing finance, or investing or dealing in securities, in the
course of operating in financial markets;
	 
	 	(c)	 	except as disclosed to the Borrowers, it is not, and at the
time it acquired a Revolving Debenture was not, so far as it is
aware an Associate of any other person which was offered a
Revolving Debenture, any other Subscriber, an Underwriter or a
Borrower.






	10.4	 	Each Subscriber and the Facility Agent to provide further information






	 	(a)	 	At the cost of the Borrowers, each Subscriber and the
Facility Agent will, provide to the Borrower, within 14 Business
Days of a receipt of a request from the Borrower, such information
of which it is aware (unless that information is confidential) in
relation to any Revolving Debenture as is reasonably required for
the purposes of assisting the Borrower to demonstrate that the
public offer test under section 128F of the Tax Act has been
satisfied in relation to the issue of the Revolving Debentures.
	 
	 	(b)	 	At the cost of the Borrowers, each Subscriber and the
Facility Agent will cooperate with, and use reasonable endeavours
to assist the Borrowers with a view to ensuring that the Revolving
Debentures are issued or offered for sale in such a manner which
will allow payments of interest or amounts in the nature of
interest on the Revolving Debentures to be exempt from Australian
withholding tax under section 128F of the Tax Act.
	 
	 	(c)	 	Each Underwriter agrees to provide the Parent with details
of all persons to whom it makes, or intends to make, offers of the
Initial Revolving Debentures as contemplated by clause 10.1, to
enable the Borrowers to comply with their obligations under clause
10.2.
	 
	 	(d)	 	If, at any time, a Borrower determines in good faith that
Australian interest withholding tax is or will become payable in
respect of any outstanding Revolving Debenture held by a
Subscriber:






	 	(i)	 	that Subscriber must, if requested by the
Borrower and at the cost of the Borrower, take all
reasonable steps to mitigate that result before the next
date for payment of interest under the Revolving Debenture
in respect of which Australian interest withholding tax is
or will become payable; or
	 
	 	(ii)	 	the Borrower may prepay the principal
outstanding (together with all accrued interest, fees and
other amounts (including





	 	 	 	 	 
	© Mallesons Stephen Jaques

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	 	10 November 2003	 	 






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	 	 	 	amounts payable under clause 10.1(e) of the Senior
Funding Agreement) outstanding under each Transaction
Document) in respect of that Revolving Debenture (Tax
Prepayment Amount) by giving the Facility Agent at least
5 Business Days notice.






	 	(e)	 	The Face Value Amount and Paid Up Amount of each Revolving
Debenture held by a Subscriber is reduced by an amount equal to the
Tax Prepayment Amount prepaid under clause 10.4(d)(ii), as
evidenced by the Register.






	10.5	 	Debenture Trust Deed and Master Debentures
	 
	 	 	Each Subscriber agrees that it is bound by, and subject to, all the
provisions of the Debenture Trust Deed and each Master Debenture which
relate to or affect the rights or obligations of that Subscriber in its
capacity as a Debenture Holder.
	 
	11	 	General
	 
	11.1	 	Incorporation of clauses from the Senior Funding Agreement
	 
	 	 	Clauses 18.1 to 18.12 of the Senior Funding Agreement apply to this
document.
	 
	11.2	 	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.





EXECUTED as an agreement



 

	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 






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Revolving Facility Agreement




Schedule 1 — Initial Borrowers




	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Borrowing
	Name of Borrower
	 	incorporation
	 	Address
	 	Currencies

	Burns Philp Treasury

(Australia) Limited

ACN 003 731 986

	 	Australia
	 	Level 23

56 Pitt Street

SYDNEY NSW 2000

AUSTRALIA
	 	Australian Dollars

United States Dollars
	 
	 	 	 	 	 	 
	Burns Philp Deutschland

GmbH

(Registered No. HRB 65911)

	 	Germany
	 	Wandsbeker Zollstrasse 59

22041 Hamburg

GERMANY
	 	Euro

United States Dollars
	 
	 	 	 	 	 	 
	Burns Philp Inc.

(Fed 10#22-272392)

	 	USA
	 	c/- The Corporation Trust

Company
County of New Castle

1209 Orange Street

WILMINGTON DE 19801

UNITED STATES OF AMERICA
	 	United States Dollars

Euro
	 
	 	 	 	 	 	 
	Burns Philp (New Zealand)

Limited (AK 112484)

	 	New Zealand
	 	54 Ponsonby Road

Auckland

NEW ZEALAND
	 	New Zealand Dollars

United States Dollars
	 
	 	 	 	 	 	 
	Burns Philp Food Limited

	 	Canada
	 	31 Arlie Street

Lasalle

QUEBEC H8R1Z8

CANADA
	 	Canadian Dollars

United States Dollars
	 
	 	 	 	 	 	 
	BPC1 Pty Limited

ACN 101 665 918

	 	Australia
	 	Level 23

56 Pitt Street

SYDNEY NSW 2000

AUSTRALIA
	 	Australian Dollars

United States Dollars






 
	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 






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Revolving Facility Agreement




Schedule 2




INITIAL SUBSCRIBERS




	 	 	 	 	 	 	 	 	 
	 	 	Lending Office for each	 	 
	 	 	Borrower (including details of	 	 
	 	 	Subscriber Affiliate where	 	Commitment
	Name of Subscriber
	 	relevant)
	 	(AUD)

	Credit Suisse First Boston,	 	Burns Philp Treasury	 	$	12,013,846.90	 
	Melbourne
Branch

ABN 17 061 700 712	 	(Australia) Limited	 	 	 	 
	

	 	 	 	CSFB Melbourne Branch	 	 	 	 
	

	 	 	 	Level 27	 	 	 	 
	

	 	 	 	101 Collins Street	 	 	 	 
	

	 	 	 	Melbourne VIC 3000	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp Deutschland GmbH	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	CSFB London Branch	 	 	 	 
	

	 	 	 	Five Cabot Square	 	 	 	 
	

	 	 	 	London	 	 	 	 
	

	 	 	 	E144QR UK	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp Inc	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	CSFB New York Branch	 	 	 	 
	

	 	 	 	Eleven Madison Avenue	 	 	 	 
	

	 	 	 	New York NY	 	 	 	 
	

	 	 	 	10010-3629 USA	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp (New Zealand) Limited	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	CSFB Melbourne Branch OBU	 	 	 	 
	

	 	 	 	Level 27	 	 	 	 
	

	 	 	 	101 Collins Street	 	 	 	 
	

	 	 	 	Melbourne VIC 3000	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	CSFB Canada	 	 	 	 
	

	 	 	 	One First	 	 	 	 
	

	 	 	 	Canadian Place	 	 	 	 
	

	 	 	 	Suite 3000	 	 	 	 
	

	 	 	 	Toronto, Ontario	 	 	 	 
	

	 	 	 	Canada M5X 1C9	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	CSFB Melbourne Branch	 	 	 	 
	

	 	 	 	Level 27	 	 	 	 
	

	 	 	 	101 Collins Street	 	 	 	 
	

	 	 	 	Melbourne VIC 3000	 	 	 	 






	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 







21









 






	 	 	 	 	 	 	 	 	 
	 	 	Lending Office for each	 	 
	 	 	Borrower (including details of	 	 
	 	 	Subscriber Affiliate where	 	Commitment
	Name of Subscriber
	 	relevant)
	 	(AUD)

	BOS International

(Australia) Limited	 	Burns Philp Treasury (Australia) Limited	 	$	12,013,846.92	 
	ABN 23 066 601 250 
	 	 	 	 	 	 	 	 
	

	 	 	 	Level 11	 	 	 	 
	

	 	 	 	50 Carrington Street	 	 	 	 
	

	 	 	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp Deutschland GmbH	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Level 11	 	 	 	 
	

	 	 	 	50 Carrington Street	 	 	 	 
	

	 	 	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp Inc	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Level 11	 	 	 	 
	

	 	 	 	50 Carrington Street	 	 	 	 
	

	 	 	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp (New Zealand) Limited	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Level 11	 	 	 	 
	

	 	 	 	50 Carrington Street	 	 	 	 
	

	 	 	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Level 11	 	 	 	 
	

	 	 	 	50 Carrington Street	 	 	 	 
	

	 	 	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Level 11	 	 	 	 
	

	 	 	 	50 Carrington Street	 	 	 	 
	

	 	 	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Credit Agricole

Indosuez Australia

Limited	 	Burns Philp Treasury (Australia) Limited	 	$	12,013,846.92	 
	ABN 32 002 540 409 
	 	 	 	 	 	 	 	 
	

	 	 	 	Level 22	 	 	 	 
	

	 	 	 	225 George Street	 	 	 	 
	

	 	 	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp Deutschland GmbH	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Credit Agricole Indosuez	 	 	 	 
	

	 	 	 	9, Quai du President	 	 	 	 
	

	 	 	 	Paul Doumer 92920	 	 	 	 
	

	 	 	 	Paris la Defense	 	 	 	 
	

	 	 	 	Cedex France	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp Inc	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Credit Agricole Indosuez	 	 	 	 
	

	 	 	 	55 East Monroe	 	 	 	 
	

	 	 	 	Chicago IL 60603	 	 	 	 






	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 







22









 






	 	 	 	 	 	 	 	 	 
	 	 	Lending Office for each	 	 
	 	 	Borrower (including details of	 	 
	 	 	Subscriber Affiliate where	 	Commitment
	Name of Subscriber
	 	relevant)
	 	(AUD)

	 	 	Burns Philp (New Zealand) Limited	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Credit Agricole Indosuez	 	 	 	 
	

	 	 	 	Australia Ltd OBU	 	 	 	 
	

	 	 	 	Level 22	 	 	 	 
	

	 	 	 	225 George Street	 	 	 	 
	

	 	 	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Credit Agricole Indosuez	 	 	 	 
	

	 	 	 	55 East Monroe	 	 	 	 
	

	 	 	 	Chicago IL 60603	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Level 22	 	 	 	 
	

	 	 	 	225 George Street	 	 	 	 
	

	 	 	 	Sydney NSW 2000	 	 	 	 







NEW SUBSCRIBERS




	 	 	 	 	 	 	 
	Australia and New Zealand Banking
Group Limited	 	Burns Philp Treasury (Australia) Limited	 	$ 6,705,402.91
	ABN 11 005 357 522
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Australia and New Zealand	 	 
	

	 	 	 	Banking Group Limited	 	 
	

	 	 	 	Level 1	 	 
	

	 	 	 	20 Martin Place	 	 
	

	 	 	 	Sydney NSW 2000	 	 
	 
	 	 	 	 	 	 
	 	 	Burns Philp Deutschland GmbH	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Australia and New Zealand	 	 
	

	 	 	 	Banking Group Limited	 	 
	

	 	 	 	Level 1	 	 
	

	 	 	 	20 Martin Place	 	 
	

	 	 	 	Sydney NSW 2000	 	 
	 
	 	 	 	 	 	 
	 	 	Burns Philp Inc.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Australia and New Zealand	 	 
	

	 	 	 	Banking Group Limited,	 	 
	

	 	 	 	New York Branch	 	 
	

	 	 	 	1177 Avenue of the Americas	 	 
	

	 	 	 	New York, NY 10036	 	 
	

	 	 	 	USA	 	 







	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 







23









 





	 	 	 	 	 	 	 
	

	Burns Philp (New Zealand)
Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Australia and New
 Zealand
Banking Group 
(New Zealand)
Limited

Level 26

ANZ Centre

23-29 Albert Street

Auckland

New Zealand	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Australia and New Zealand	 	 	 	 
	

	 	Banking Group Limited	 	 	 	 
	

	 	Level 1	 	 	 	 
	

	 	20 Martin Place	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Australia and New Zealand	 	 	 	 
	

	 	Banking Group Limited	 	 	 	 
	

	 	Level 1	 	 	 	 
	

	 	20 Martin Place	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 







	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 








24









 






	 	 	 	 	 	 	 
	Bank of Western Australia
Limited

	Burns Philp Treasury
(Australia)
Limited
	 	$	 1,785,714.29	 
	ACN 050 494 454

	 	

Bank of Western Australia Limited	 	 	 	 
	

	 	Level 7,	 	 	 	 
	

	 	Grosvenor Place	 	 	 	 
	

	 	225 George Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Deutschland
GmbH	 	 	 	 
	 						
	

	 	Bank of Western Australia
 Limited	 	 	 	 
	

	 	Level 7,	 	 	 	 
	

	 	Grosvenor Place	 	 	 	 
	

	 	225 George Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Inc.	 	 	 	 
	 						
	 
	 	 	 	 	 	 
	

	 	Bank of Western Australia
 Limited	 	 	 	 
	

	 	Level 7,	 	 	 	 
	

	 	Grosvenor Place	 	 	 	 
	

	 	225 George Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp (New Zealand)
Limited	 	 	 	 
	 
	

	 	Bank of Western Australia
Limited	 	 	 	 
	

	 	Level 7,	 	 	 	 
	

	 	Grosvenor Place	 	 	 	 
	

	 	225 George Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Bank of Western Australia
Limited	 	 	 	 
	

	 	Level 7,	 	 	 	 
	

	 	Grosvenor Place	 	 	 	 
	

	 	225 George Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Bank of Western Australia
Limited	 	 	 	 
	

	 	Level 7,	 	 	 	 
	

	 	Grosvenor Place	 	 	 	 
	

	 	225 George Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 






	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 









25









 






	 	 	 	 	 	 	 
	Bayerische Hypo- und
Vereinsbank AG,
Singapore

	Burns Philp Treasury
(Australia)
Limited
	 	$	 1,078,571.43	 
	Branch

	 	

Bayerische Hypo- und
 Vereinsbank

AG, Singapore
 Branch	 	 	 	 
	

	 	30 Cecil Street #26-01,	 	 	 	 
	

	 	Prudential Tower,	 	 	 	 
	

	 	Singapore 049712	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Deutschland
 GmbH	 	 	 	 
	 						
	

	 	Bayerische Hypo- und
 Vereinsbank

AG, Singapore
 Branch	 	 	 	 
	

	 	30 Cecil Street #26-01,	 	 	 	 
	

	 	Prudential Tower,	 	 	 	 
	

	 	Singapore 049712	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Bayerische Hypo- und
Vereinsbank

AG, Singapore
 Branch	 	 	 	 
	

	 	30 Cecil Street #26-01,	 	 	 	 
	

	 	Prudential Tower,	 	 	 	 
	

	 	Singapore 049712	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp (New Zealand)
 Limited	 	 	 	 
	 						
	

	 	Bayerische Hypo- und 
Vereinsbank

AG, Singapore
 Branch	 	 	 	 
	

	 	30 Cecil Street #26-01,	 	 	 	 
	

	 	Prudential Tower,	 	 	 	 
	

	 	Singapore 049712	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Bayerische Hypo- und
 Vereinsbank

AG, Singapore 
Branch	 	 	 	 
	

	 	30 Cecil Street #26-01,	 	 	 	 
	

	 	Prudential Tower,	 	 	 	 
	

	 	Singapore 049712	 	 	 	 
	 
	 	 	 	 	 	 
	

	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Bayerische Hypo- und
 Vereinsbank

AG, Singapore
 Branch	 	 	 	 
	

	 	30 Cecil Street #26-01,	 	 	 	 
	

	 	Prudential Tower,	 	 	 	 
	

	 	Singapore 049712	 	 	 	 






	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 









26









 






	 	 	 	 	 	 	 
	BNP Paribas

ARBN 000 000 017

	Burns Philp Treasury (Australia)

Limited
	 	$	 8,381,753.66	 
	 
	 	 	 	 	 	 
	

	 	BNP Paribas	 	 	 	 
	

	 	60 Castlereagh Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Deutschland GmbH	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	BNP Paribas, OBU	 	 	 	 
	

	 	60 Castlereagh Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	BNP Paribas, OBU	 	 	 	 
	

	 	60 Castlereagh Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp (New Zealand) Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	BNP Paribas, OBU	 	 	 	 
	

	 	60 Castlereagh Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	BNP Paribas	 	 	 	 
	

	 	60 Castlereagh Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	 

	BPC1 Pty Limited	 	 	 	 
	 	 	 	 	 	 	 
	

	 	BNP Paribas	 	 	 	 
	

	 	60 Castlereagh Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	Commonwealth Bank of Australia

ABN 48 123 123 124

	Burns Philp Treasury (Australia)

Limited
	 	$	 1,831,501.85	 
	 
	 	 	 	 	 	 
	

	 	Commonwealth Bank of Australia	 	 	 	 
	

	 	Level 5,	 	 	 	 
	

	 	120 Pitt Street,	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Deutschland GmbH	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Commonwealth Bank of Australia	 	 	 	 
	

	 	Level 5,	 	 	 	 
	

	 	120 Pitt Street,	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 	 	 	 	 	 	 
	 

	Burns Philp Inc.	 	 	 	 
	 	 	 	 	 	 	 
	

	 	Commonwealth Bank of Australia	 	 	 	 
	

	 	Level 5,	 	 	 	 
	

	 	120 Pitt Street,	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp (New Zealand) Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Commonwealth Bank of Australia	 	 	 	 







	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 








27









 






	 	 	 	 	 	 	 
	

	 	Level 5,	 	 	 	 
	

	 	120 Pitt Street,	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Commonwealth Bank of Australia	 	 	 	 
	

	 	Level 5,	 	 	 	 
	

	 	120 Pitt Street,	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Commonwealth Bank of Australia	 	 	 	 
	

	 	Level 5,	 	 	 	 
	

	 	120 Pitt Street,	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	Crédit Industriel et Commercial,

Singapore Branch

	Burns Philp Treasury (Australia)

Limited
	 	$	 1,428,571.44	 
	 
	 	 	 	 	 	 
	

	 	Crédit Industriel et Commercial,

Singapore Branch	 	 	 	 
	

	 	9 Raffles Place #23-01/02	 	 	 	 
	

	 	Republic Plaza	 	 	 	 
	

	 	Singapore 048619	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Deutschland GmbH	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Crédit Industriel et Commercial,

Singapore Branch	 	 	 	 
	

	 	9 Raffles Place #23-01/02	 	 	 	 
	

	 	Republic Plaza	 	 	 	 
	

	 	Singapore 048619	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Crédit Industriel et Commercial,

Singapore Branch	 	 	 	 
	

	 	9 Raffles Place #23-01/02	 	 	 	 
	

	 	Republic Plaza	 	 	 	 
	

	 	Singapore 048619	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp (New Zealand) Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Crédit Industriel et Commercial,

Singapore Branch	 	 	 	 
	

	 	9 Raffles Place #23-01/02	 	 	 	 
	

	 	Republic Plaza	 	 	 	 
	

	 	Singapore 048619	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Crédit Industriel et Commercial,

Singapore Branch	 	 	 	 
	

	 	9 Raffles Place #23-01/02	 	 	 	 
	

	 	Republic Plaza	 	 	 	 
	

	 	Singapore 048619	 	 	 	 







	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 








28









 






	 	 	 	 	 	 	 
	

	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Crédit Industriel et Commercial,

Singapore Branch	 	 	 	 
	

	 	9 Raffles Place #23-01/02	 	 	 	 
	

	 	Republic Plaza	 	 	 	 
	

	 	Singapore 048619	 	 	 	 
	 
	 	 	 	 	 	 
	National Australia Bank Limited

ABN 12 004 004 937

	Burns Philp Treasury (Australia)

Limited
	 	$	12,013,846.92	 
	 
	 	 	 	 	 	 
	

	 	National Australia Bank Limited	 	 	 	 
	

	 	Level 24	 	 	 	 
	

	 	255 George Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Deutschland GmbH	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	National Australia Bank Limited,

London Branch	 	 	 	 
	

	 	88 Wood Street	 	 	 	 
	

	 	London, EC2V 7QQ	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	National Australia Bank Limited,

New York Branch	 	 	 	 
	

	 	34th Floor	 	 	 	 
	

	 	200 Park Avenue	 	 	 	 
	

	 	New York, NY, 10166	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp (New Zealand) Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Bank of New Zealand Limited	 	 	 	 
	

	 	Level 13	 	 	 	 
	

	 	BNZ Tower	 	 	 	 
	

	 	125 Queen Street	 	 	 	 
	

	 	Auckland	 	 	 	 
	

	 	New Zealand	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	National Australia Bank Limited,

New York Branch	 	 	 	 
	

	 	34th Floor	 	 	 	 
	

	 	200 Park Avenue	 	 	 	 
	

	 	New York, NY, 10166	 	 	 	 
	 
	 	 	 	 	 	 
	

	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	National Australia Bank Limited	 	 	 	 
	

	 	Level 24	 	 	 	 
	

	 	255 George Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 







	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 








29









 






	 	 	 	 	 	 	 
	Rabo Australia Limited

ABN 39 060 452 217

	Burns Philp Treasury (Australia)

Limited
	 	$	12,013,846.92	 
	 
	 	 	 	 	 	 
	

	 	Rabo Australia Limited	 	 	 	 
	

	 	Level 7	 	 	 	 
	

	 	Rabobank House	 	 	 	 
	

	 	115 Pitt Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Deutschland GmbH	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Rabobank International,	 	 	 	 
	

	 	Frankfurt Branch	 	 	 	 
	

	 	Solmsstrasse 83	 	 	 	 
	

	 	D — 60486	 	 	 	 
	

	 	Frankfurt am Main	 	 	 	 
	

	 	Germany	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Rabobank	 	 	 	 
	

	 	Nederland New York Branch	 	 	 	 
	

	 	245 Park Avenue	 	 	 	 
	

	 	New York NY	 	 	 	 
	

	 	10167-0062 USA	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp (New Zealand) Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Rabobank	 	 	 	 
	

	 	Nederland New Zealand Branch	 	 	 	 
	

	 	Shortland Centre	 	 	 	 
	

	 	Auckland	 	 	 	 
	

	 	New Zealand	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Rabobank Nederland, Canadian

Branch	 	 	 	 
	

	 	Royal Trust Tower	 	 	 	 
	

	 	Toronto Ontario	 	 	 	 
	

	 	M5K IE7	 	 	 	 
	

	 	Canada	 	 	 	 
	 
	 	 	 	 	 	 
	

	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Rabo Australia Limited	 	 	 	 
	

	 	Level 7	 	 	 	 
	

	 	Rabobank House	 	 	 	 
	

	 	115 Pitt Street	 	 	 	 
	`

	 	Sydney NSW 2000	 	 	 	 







	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 








30









 






	 	 	 	 	 	 	 
	United Overseas Bank Limited,
 Sydney
Branch

	Burns Philp Treasury (Australia)

Limited
	 	$	 6,705,402.92	 
	ABN 56 060 785 284

	 	

United Overseas Bank Limited,	 	 	 	 
	

	 	Sydney Branch	 	 	 	 
	

	 	Level 9,	 	 	 	 
	

	 	32 Martin Place	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Deutschland GmbH	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	United Overseas Bank Limited,

Sydney Branch	 	 	 	 
	

	 	Level 9,	 	 	 	 
	

	 	32 Martin Place	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	United Overseas Bank Limited,

Sydney Branch	 	 	 	 
	

	 	Level 9,	 	 	 	 
	

	 	32 Martin Place	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp (New Zealand) Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	United Overseas Bank Limited,

Sydney Branch	 	 	 	 
	

	 	Level 9,	 	 	 	 
	

	 	32 Martin Place	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	United Overseas Bank Limited,

Sydney Branch	 	 	 	 
	

	 	Level 9,	 	 	 	 
	

	 	32 Martin Place	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	United Overseas Bank Limited,

Sydney Branch	 	 	 	 
	

	 	Level 9,	 	 	 	 
	

	 	32 Martin Place	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 







	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 








31









 






	 	 	 	 	 	 	 
	WestLB AG, Sydney Branch

ABN 70 076 170 039

	Burns Philp Treasury (Australia)

Limited
	 	$	12,013,846.92	 
	 
	 	 	 	 	 	 
	

	 	WestLB AG, Sydney Branch	 	 	 	 
	

	 	Level 29	 	 	 	 
	

	 	60 Margaret Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Deutschland GmbH	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	WestLB AG, Sydney Branch,

Offshore Banking Unit	 	 	 	 
	

	 	Level 29	 	 	 	 
	

	 	60 Margaret Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	WestLB AG, Sydney Branch,

Offshore Banking Unit	 	 	 	 
	

	 	Level 29	 	 	 	 
	

	 	60 Margaret Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp (New Zealand) Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	WestLB AG, Sydney Branch,

Offshore Banking Unit	 	 	 	 
	

	 	Level 29	 	 	 	 
	

	 	60 Margaret Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	Burns Philp Food Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	WestLB AG, Sydney Branch,

Offshore Banking Unit	 	 	 	 
	

	 	Level 29	 	 	 	 
	

	 	60 Margaret Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 
	 
	 	 	 	 	 	 
	

	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	WestLB AG, Sydney Branch	 	 	 	 
	

	 	Level 29	 	 	 	 
	

	 	60 Margaret Street	 	 	 	 
	

	 	Sydney NSW 2000	 	 	 	 







	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement	 	 
	

	 	10 November 2003	 	 









32










 





Revolving Facility Agreement




Schedule 3 — Drawdown Notice




BURNS, PHILP & COMPANY LIMITED ACN 000 000 359




	 	 	 
	To:

	 	Credit Suisse First Boston, Melbourne Branch
	 
	 	 
	

	 	Level 27
	

	 	101 Collins Street
	

	 	MELBOURNE VIC 3000
	 
	 	 
	Attention:

	 	[name], Facility Agent







Revolving Facility Agreement — Drawdown Notice



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



We give you irrevocable notice that Borrowers requires a Funding Portion as
follows.





	1.	 	Drawdown Date:
	 
	2.	 	Details of each Funding Portion for each Borrower:





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Account details
	 	 	 	 	Amount of	 	 	 	(In ACT or
	 	 	Borrowing	 	Funding	 	Permitted	 	outside
	Borrower
	 	Currency
	 	Portion
	 	Term
	 	Australia)






 


Please credit each Funding Portion to the account specified in the table.



The representations and warranties set out in clause 4 of the Senior Funding
Agreement which are made on that date as provided in clause 4 of the Senior
Funding
Agreement will be true and not misleading (by omission or otherwise) on the
Drawdown Date on the basis of the facts and circumstances as at that date.



	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement
	

	 	10 November 2003






33









 







No Event of Default, Potential Event of Default or Review Event will have
occurred and be continuing on the Drawdown Date, and the provision of the
Funding Portions will not result in the occurrence of an Event of Default,
Potential Event of Default or Review Event.




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

	 	 
	 
	 	 
	 
	 	

	

	 	Signature of Authorised Representative
	 
	 	 
	

	 	

	

	 	Name






	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement
	

	 	10 November 2003






34









 






Revolving Facility Agreement




Schedule 4 — Rollover Notice




BURNS, PHILP & COMPANY LIMITED ACN 000 000 359




	 	 	 
	To:

	 	Credit Suisse First Boston, Melbourne Branch
	 
	 	 
	

	 	Level 27
	

	 	101 Collins Street
	

	 	Melbourne VIC 3000
	 
	 	 
	Attention:

	 	[name], Facility Agent







Revolving Facility Agreement — Variation of Interest Periods



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



The Parent gives you irrevocable notice that a Borrower wishes to rollover a
maturity Funding Portion with a new Funding Portion in the same currency as
follows:





	1.	 	Name of Borrower:
	 
	2.	 	Rollover Date:
	 
	3.	 	Details of the maturing Funding Portion:
	 
	4.	 	Permitted Term for the new Funding Portion:





Dated [date].



The representations and warranties set out in clause 4 of the Senior Funding
Agreement which are made on that date as provided in clause 4 of the Senior
Funding Agreement will be true and not misleading (by omission or otherwise) on
the Rollover Date on the basis of the facts and circumstances as at that date.



No Event of Default will have occurred and be continuing on the Drawdown Date,
and the provision of the new Funding Portion will not result in the occurrence
of an Event of Default.



	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement
	

	 	10 November 2003






35









 








	 	 	 
	For and on behalf of BURNS, PHILP &
	 	 
	COMPANY LIMITED by its Authorised
	 	 
	Representative:

	 	

	

	 	Signature of Authorised Representative
	 
	 	 
	

	 	

	

	 	Name






 
	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement
	

	 	10 November 2003





36









 






Revolving Facility Agreement




Signing page




DATED: 16 January 2003




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
	 
	 	 
	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

	 	Revolving Facility Agreement
	

	 	10 November 2003






37









 






	 	 	 
	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
	 
	 	 
	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






	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement
	

	 	10 November 2003






38









 






	 	 	 
	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






	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement
	

	 	10 November 2003






39









 






	 	 	 
	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






	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement
	

	 	10 November 2003







40









 






MALLESONS STEPHEN JAQUES




Revolving Facility 

Agreement




Dated 16 January 2003




Burns, Philp & Company Limited (“Parent”)

The entities listed in schedule 1 (“Initial Borrower”)

Credit Suisse First Boston, Melbourne Branch (“Facility Agent”)

The financial institutions listed in schedule 2 (“Initial Subscriber”)



Mallesons Stephen Jaques

Level 28

Rialto

525 Collins Street

Melbourne Vic 3000

T +61 3 9643 4000

F +61 3 9643 5999

DX 101 Melbourne


6311280_10




 









 





Revolving Facility Agreement

Contents



	 	 	 	 	 	 	 
	Details	 	 	1	 
	General terms	 	 	2	 
	1
	 	Interpretation	 	 	2	 
	1.1
	 	Definitions	 	 	2	 
	1.2
	 	Definitions in Senior Funding Agreement	 	 	5	 
	1.3
	 	Other interpretation clauses from Senior Funding Agreement	 	 	5	 
	1.4
	 	Issue of Revolving Debentures	 	 	5	 
	2
	 	Commitment, purpose and availability of Facility	 	 	5	 
	2.1
	 	Provision of Commitment	 	 	5	 
	2.2
	 	Maximum accommodation	 	 	5	 
	2.3
	 	Several obligations and rights of Subscribers	 	 	6	 
	2.4
	 	Purpose of the Facility	 	 	6	 
	3
	 	Funding procedures	 	 	6	 
	3.1
	 	Delivery of Drawdown Notice or Rollover Notice	 	 	6	 
	3.2
	 	Requirements for a Drawdown Notice or Rollover Notice	 	 	7	 
	3.3
	 	Subscribers to provide Share of Funding Portions	 	 	8	 
	3.4
	 	Conditions Precedent	 	 	8	 
	3.5
	 	Lack of appropriate funding	 	 	8	 
	3.6
	 	Facility Agent’s discretions concerning conditions precedent	 	 	9	 
	3.7
	 	Reduction of requested Funding Portion if Commitment would be exceeded	 	 	10	 
	4
	 	Interest	 	 	10	 
	4.1
	 	Accrual and payment of interest	 	 	10	 
	4.2
	 	Notification of Interest Rate	 	 	10	 
	4.3
	 	Accrual and calculation of interest	 	 	10	 
	5
	 	Facility	 	 	11	 
	5.1
	 	Subscription for, and issue of Debentures	 	 	11	 
	5.2
	 	Payment to Borrower	 	 	12	 
	5.3
	 	Debenture Trust Deed and Master Debentures	 	 	12	 
	6
	 	Line fee	 	 	12	 
	7
	 	Repayment	 	 	13	 
	7.1
	 	Notice of voluntary prepayment	 	 	13	 
	7.2
	 	Repayment on Maturity Date	 	 	13	 
	7.3
	 	Currency fluctuation	 	 	14	 
	7.4
	 	Repayment on Termination Date	 	 	14	 
	7.5
	 	Limit on repayment	 	 	14	 
	7.6
	 	Paid Up Amount	 	 	14	 






	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement
	

	 	10 November 2003






i









 






	 	 	 	 	 	 	 
	8
	 	Optional reduction of commitments during availability period	 	 	14	 
	9
	 	Obligations in relation to offer or sale of Revolving Debentures	 	 	15	 
	9.1
	 	No disclosure document	 	 	15	 
	9.2
	 	Restrictions on offer and sales of Revolving Debentures	 	 	16	 
	9.3
	 	Subscribers to observe laws	 	 	16	 
	9.4
	 	US selling restriction	 	 	17	 
	10
	 	Obligations in relation to public offer	 	 	17	 
	10.1
	 	Underwriters’ undertakings	 	 	17	 
	10.2
	 	Borrowers’ Undertakings	 	 	17	 
	10.3
	 	Warranties of each Subscriber	 	 	18	 
	10.4
	 	Each Subscriber and the Facility Agent to provide further information	 	 	18	 
	10.5
	 	Debenture Trust Deed and Master Debentures	 	 	19	 
	11
	 	General	 	 	19	 
	11.1
	 	Incorporation of clauses from the Senior Funding Agreement	 	 	19	 
	11.2
	 	Attorneys	 	 	19	 
	Schedule 1 - Initial Borrowers	 	 	20	 
	Schedule 2 - Initial Subscribers	 	 	21	 
	Schedule 3 - Drawdown Notice	 	 	33	 
	Schedule 4 - Rollover Notice	 	 	35	 
	Signing page	 	 	37	 







	 	 	 
	© Mallesons Stephen Jaques

	 	Revolving Facility Agreement
	

	 	10 November 2003








ii