EX-10.30



 





EXHIBIT 10.30




EXECUTION COPY





     AMENDMENT NO. 1 dated as of November 20, 2003 (this
“Amendment”), to the US$270,000,000 Credit Agreement dated
as of February 20, 2003, as amended and restated as of
February 26, 2003 (the “Credit Agreement”), among BURNS
PHILP INC., a Delaware corporation (the “Borrower”), BURNS,
PHILP & COMPANY LIMITED (ABN 65 000 000 359), a corporation
organized under the laws of the Commonwealth of Australia
(“Parent”), the Lenders (as defined therein), and CREDIT
SUISSE FIRST BOSTON, a bank organized under the laws of
Switzerland, acting through its Cayman Islands branch, as
administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders.



          A. The Lenders have made Loans to the Borrower pursuant to the
Credit Agreement;



          B. The Borrower and the Lenders are willing, on the terms and
subject to the conditions set forth herein, to amend the Credit
Agreement; and



          C. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement, as amended hereby.



          Accordingly, in consideration of the premises and the agreements herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree,
on the terms and subject to the conditions set forth herein, as follows:



          SECTION 1. Amendments to the Credit Agreement. Effective as of the
Amendment Effective Date (as defined in Section 4(a) hereof), the Credit
Agreement is hereby amended as follows:



          (a) Section 1.01 is hereby amended as follows:




     (i) Alternate Base Rate. The definition of the term
“Alternate Base Rate” is hereby amended by replacing the comma at
the end of paragraph (a) with “and”, and deleting “and (c) 3.50%”.




     (ii) Applicable Percentage. The definition of the term
“Applicable Percentage” is hereby amended to read as follows:



“Applicable Percentage” shall mean, with respect to
any Eurodollar Loan, 3.25%, or with respect to any ABR
Loan, 2.25%.



 









 









     (iii) LIBO Rate. The definition of the term “LIBO Rate” is
hereby amended by deleting the second proviso thereto (i.e., by
deleting the “LIBOR floor”) in its entirety.




     (b) Section 2.12(a) is hereby amended to read as follows:



SECTION 2.12. Optional Prepayments. (a) The Borrower shall
have the right at any time and from time to time to prepay
any Borrowing, in whole or in part, upon at least three
Business Days’ prior written or telecopy notice (or
telephone notice promptly confirmed by written or telecopy
notice) in the case of Eurodollar Loans, or at least one
Business Day’s prior written or telecopy notice (or
telephone notice promptly confirmed by written or telecopy
notice) in the case of ABR Loans, to the Administrative
Agent before 11:00 a.m., New York City time; provided,
however, that (i) each partial prepayment shall be in
respect of a principal amount of the Loans that is an
integral multiple of US$1,000,000 and not less than
US$5,000,000 and (ii) in respect of each optional
prepayment of the Loans made on or prior to the first
anniversary of the Amendment Effective Date, the Borrower
shall pay to the Lenders a premium at the time of such
prepayment in an amount equal to 1% of the aggregate
principal amount of the Loans to be prepaid.




     (c) Section 5.02(b)(ii) is hereby amended by deleting the reference
therein
to “45 days” and replacing it with a reference to “60 days”.




     (d) Section 5.09(a) is hereby amended by deleting clause (iii)
in its
entirety.



          SECTION 2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Borrower and Parent jointly and
severally represent and warrant to each other party hereto that, after giving
effect to this Amendment, (a) the representations and warranties set forth in
Article III of the Credit Agreement are true and correct in all material
respects on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, and (b) no
Default or Event of Default has occurred and is continuing.



          SECTION 3. Fees. The Borrower agrees to pay to each Lender that executes
and delivers a copy of this Amendment to the Administrative Agent (or its
counsel) at or prior to 12:00 (noon), New York City time, on November 18, 2003,
through the Administrative Agent, an amendment fee (the
“Amendment Fees ”) in an
amount equal to 2% of the outstanding Loans of such Lender, as of the Amendment
Effective Date. The Amendment Fees shall be payable in full, in immediately
available funds, on the Amendment Effective Date. Once paid, such Amendment
Fees shall not be refundable under any circumstances.



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          SECTION 4. Effectiveness. (a) This Amendment shall become effective as of
the date first set forth above on the date (the “Amendment
Effective Date ”)
occurring on or prior to November 20, 2003 that the Administrative Agent shall
have received counterparts of this Amendment that, when taken together, bear
the signatures of the Borrower, Parent and each Lender.



          (b) Pursuant to Section 2.21 (a) of the Credit Agreement, if this
Amendment is not approved by November 18, 2003 by all the Lenders but is
approved by the Required Lenders (the Lenders not so approving being referred
to herein as the “Non-Consenting Lenders”), then the Borrower may, upon notice
to the Non-Consenting Lenders and the Administrative Agent, require the
Non-Consenting Lenders to transfer and assign, without recourse (in accordance
with and subject to the restrictions contained in Section 9.04), all of their
respective interests, rights and obligations under the Credit Agreement to an
assignee that shall assume such assigned obligations (which assignee may be
another Lender, if a Lender accepts such assignment (any such existing Lender
that accepts such an assignment being referred to herein as an “Increasing
Lender”)). If any Lender shall become an Increasing Lender after consenting to
this Amendment, then such consent shall be deemed to have been given in respect
of all the Loans of such Lender, including the additional Loans thereof
acquired as a result of the assignments referred to above.



          SECTION 5. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Administrative Agent, Parent or the Borrower under the Credit Agreement or any
other Transaction Document, and shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Transaction Document, all of
which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle Parent or the
Borrower to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Transaction Document in similar
or different circumstances. This Amendment shall apply and be effective only
with respect to the provisions of the Credit Agreement specifically referred to
herein. After the date hereof, any reference to the Credit Agreement shall mean
the Credit Agreement, as modified hereby. This Amendment shall constitute a
Transaction Document for all purposes of the Credit Agreement and the other
Transaction Documents.



          SECTION 6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts constitute but one and the same instrument. Delivery of any
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.



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          SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          SECTION 8. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.



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          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.



	 	 	 	 	 	 	 
	 	 	BURNS PHILP INC.,
	 
	 	 	 	 	 	 
	

	 	 	 	by:
	 	
	

	 	 	 	 	 	Name: Helen Golding
	

	 	 	 	 	 	Title: Attorney
	 
	 	 	 	 	 	 
	 	 	BURNS, PHILP & COMPANY LIMITED,
	 
	 	 	 	 	 	 
	

	 	 	 	by:
	 	
	

	 	 	 	 	 	Name: Helen Golding
	

	 	 	 	 	 	Title: Attorney
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands branch,
individually and as Administrative
Agent,
	 
	 	 	 	 	 	 
	

	 	 	 	by:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	

	 	 	 	by:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:







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SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF
NOVEMBER 20, 2003, TO THE BURNS, PHILP &
COMPANY LIMITED AND BURNS PHILP INC.
US$270,000,000 CREDIT AGREEMENT DATED AS OF
FEBRUARY 20, 2003, AS AMENDED AND RESTATED AS
OF FEBRUARY 26, 2003



	 	 	 	 	 
	NAME OF LENDER
	 	 	 	 
	 	 	
 
	 
	 	 	 	 
	

	 	by:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







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EXECUTION COPY





     AMENDMENT NO. 2 dated as of January 22, 2004 (this
“Amendment”), to the US$270,000,000 Credit Agreement dated
as of February 20, 2003, as amended and restated as of
February 26, 2003, and as further amended as of November 20,
2003 (the “Credit Agreement”), among BURNS PHILP INC., a
Delaware corporation (the “Borrower”), BURNS, PHILP &
COMPANY LIMITED (ABN 65 000 000 359), a corporation
organized under the laws of the Commonwealth of Australia
(“Parent”), the Lenders (as defined therein), and CREDIT
SUISSE FIRST BOSTON, a bank organized under the laws of
Switzerland, acting through its Cayman Islands branch, as
administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders.



          A. The Lenders have made Loans to the Borrower pursuant to the
Credit Agreement;



          B. The Borrower and the Required Lenders are willing, on the terms
and subject to the conditions set forth herein, to amend the Credit
Agreement; and



          C. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement, as amended hereby.



          Accordingly, in consideration of the premises and the agreements herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree,
on the terms and subject to the conditions set forth herein, as follows:



          SECTION 1. Amendment to the Credit Agreement. Effective as of the
Amendment Effective Date (as defined in Section 3 hereof), Section
6.01(a)(xxii)(C) of the Credit Agreement is hereby amended by inserting the
phrase “(of which up to A$70,000,000 may be secured under the Securities as
Priority I Debt if the financial institutions first enter into an intercreditor
agreement with the Administrative Agent on terms reasonably satisfactory to the
Administrative Agent)” immediately after the word “self-insurance” and
immediately before the phrase “, in each of cases (A) through (C)”.



          SECTION 2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Borrower and Parent jointly and
severally represent and warrant to each other party hereto that, after giving
effect to this Amendment, (a) the representations and warranties set forth in
Article III of the Credit Agreement are true and correct in all material
respects on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, and (b) no
Default or Event of Default has occurred and is continuing.



          SECTION 3. Effectiveness. This Amendment shall become effective as of the
date first set forth above on the date (the “Amendment Effective Date”)
occurring on



 









 







or prior to January 22, 2004 that the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures
of the Borrower, Parent and the Required Lenders.



          SECTION 4. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Administrative Agent, Parent or the Borrower under the Credit Agreement or any
other Transaction Document, and shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Transaction Document, all of
which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle Parent or the
Borrower to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Transaction Document in similar
or different circumstances. This Amendment shall apply and be effective only
with respect to the provisions of the Credit Agreement specifically referred to
herein. After the date hereof, any reference to the Credit Agreement shall mean
the Credit Agreement, as modified hereby. This Amendment shall constitute a
Transaction Document for all purposes of the Credit Agreement and the other
Transaction Documents.



          SECTION 5. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts constitute but one and the same instrument. Delivery of any
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.



          SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          SECTION 7. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.



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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.



	 	 	 	 	 	 	 
	 	 	BURNS PHILP INC.,
	 
	 	 	 	 	 	 
	

	 	 	 	by:
	 	
	

	 	 	 	 	 	Name: HELEN GOLDING
	

	 	 	 	 	 	Title: OFFICER & ATTORNEY
	 
	 	 	 	 	 	 
	 	 	BURNS, PHILP & COMPANY LIMITED,
	 
	 	 	 	 	 	 
	

	 	 	 	by:
	 	
	

	 	 	 	 	 	Name: HELEN GOLDING
	

	 	 	 	 	 	Title: COMPANY SECRETARY & ATTORNEY
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands branch,
individually and as Administrative
Agent,
	 
	 	 	 	 	 	 
	

	 	 	 	by:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	

	 	 	 	by:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:








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