EX-10.36



 





Exhibit 10.36




	 	 	 
	

	 	Guarantor Accession Deed
	 
	 	 
	

	 	Each company described in Schedule 1
	 
	 	 
	

	 	
	 
	 	 
	

	 	MLC Centre Martin Place Sydney New South Wales 2000 Australia
	

	 	Telephone 61 2 9225 5000 Facsimile 61 2 9322 4000
	

	 	www.freehills.com DX 361 Sydney
	 
	 	 
	

	 	SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MINH CITY SINGAPORE
	

	 	Correspondent Offices JAKARTA KUALA LUMPUR
	 
	 	 
	

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

	 	Professional Standards Act 1994 (NSW)
	 
	 	 
	

	 	Reference PML:TN:36G







 









 






This deed poll




               is made on                     2003 by:




	 	 	 	Each company described in Schedule 1
	 
	 	 	 	(each a New Guarantor)





Recitals





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





This deed poll witnesses as follows:





	1	 	Interpretation






	 	(a)	 	Terms and expressions defined in the Guarantee
and Indemnity have the same meaning as in this deed poll.
	 
	 	(b)	 	The following words have these meanings in this
deed poll, unless the contrary intention appears:
	 
	 	 	 	“Effective Date” means the first date on which all of the
conditions in clause 6 have been satisfied.
	 
	 	 	 	“Existing Guarantor” means each Guarantor which is a
signatory (or has otherwise become a party) to the Guarantee
and Indemnity and has not been released from that document.






	2	 	Rights and obligations of Guarantor






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






	3	 	Status of Guarantor






	 	 	 	Each New Guarantor irrevocably acknowledges and confirms that it
becomes a Guarantor as defined in, and for all purposes under, the
Guarantee and Indemnity




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	 	 	 	as if named in and as a party to the
Guarantee and Indemnity from the Effective Date, and accordingly is
bound by the Guarantee and Indemnity as a Guarantor on and from
that date.






	4	 	Governing law






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






	5	 	Benefit of deed poll






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






	6	 	Condition Precedent






	 	 	 	Nothing in clauses 2 or 3 of this deed poll has any effect unless
and until:






	 	(a)	 	the entry into and performance by the New
Guarantors of this document has been approved in accordance
with section 260B of the Corporations Act by the shareholders
of each New Guarantor and any holding company of a New
Guarantor contemplated by section 260B(2) or (3) of the
Corporations Act;
	 
	 	(b)	 	the New Guarantors have lodged with the
Australian Securities and Investments Commission notice of
that approval in accordance with section 260B(6) of the
Corporations Act;
	 
	 	(c)	 	15 clear days have elapsed since the giving of
that notice; and
	 
	 	(d)	 	a New Guarantor (or Burns, Philp & Company
Limited on its behalf) has not, before the expiry of the
period referred to in (c), notified the Trustee that the board
of directors of the New Guarantor has determined that the New
Guarantor is insolvent or likely to become insolvent as a
result of giving effect to this document, that the giving
effect to this document would contravene section 208 of the
Corporations Act or that this document should for any other
reason not be given effect to; or, having given such notice,
has given a subsequent notice to the Trustee specifying that
such circumstance or reason no longer applies.






	 	 	 	For the avoidance of doubt, the New Guarantors have no obligation
to ensure or endeavour to ensure that any of the conditions
referred to in paragraph (a) to (d) above are satisfied or take or
refrain from taking any action to preserve the benefit to the
Trustee or any other person of this document pending the
satisfaction or otherwise of those conditions.
	 
	 	 	 	If this deed poll does not come into effect within 90 days of the
date of this deed poll:






	 	(e)	 	the New Guarantors must return to the Trustee the
amount referred to in clause 2; and




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	 	(f)	 	if this deed poll subsequently becomes effective,
the Trustee must pay that amount to the New Guarantors upon
demand.




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Schedule 1 — New Guarantors




	 	 	 	 	 
	Company Name	 	ACN
	BCW Hotplate Bakery Pty Limited
	 	ACN 081 688 011
	Country Bake Bakeries Pty Limited
	 	ACN 009 423 769
	Ernest Adams Australia Pty Limited
	 	ACN 002 626 137
	ETA Foods Limited
	 	ACN 000 982 007
	Fielder Gillespie Davis Finance Pty Limited
	 	ACN 078 216 065
	G F Australia Limited
	 	ACN 000 082 324
	G F D Australia Pty Limited
	 	ACN 004 106 129
	G F Defiance Pty Limited
	 	ACN 054 283 706
	GF Finance International Pty Limited
	 	ACN 053 916 733
	GF Finance Limited
	 	ACN 009 979 471
	GF Fresh Pty Limited
	 	ACN 083 952 283
	GF Group Services Pty Limited
	 	ACN 003 889 996
	GF Trade Finance Pty Limited
	 	ACN 086 651 390
	G Wood Son and Company Proprietary Limited
	 	ACN 007 870 797
	Gillespie Bros Holdings Limited
	 	ACN 008 407 109
	Goodman Fielder Consumer Foods Limited
	 	ACN 000 024 546
	Goodman Fielder Field Operations Limited
	 	ACN 082 246 437
	Goodman Fielder Food Services Limited
	 	ACN 009 480 906
	Goodman Fielder Ingredients Limited
	 	ACN 000 147 580
	Goodman Fielder International Limited
	 	ACN 000 095 509
	Goodman Fielder Limited
	 	ACN 000 003 958
	ML (WA) Export Pty Limited
	 	ACN 000 173 964
	Mowbray Industries Limited
	 	ACN 008 401 198
	Namregtown International Limited
	 	ACN 003 995 506
	Provincial Traders Foods Pty Limited
	 	ACN 008 593 253
	QBA Properties Pty Limited
	 	ACN 000 357 111
	Quality Bakers Australia Limited
	 	ACN 004 205 449
	Rochna Pty Limited
	 	ACN 007 558 947
	Stuart Bakery Pty Limited
	 	ACN 009 596 730
	Sunicrust Bakeries Pty Limited
	 	ACN 004 402 582







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	The Uncle Tobys Company Limited
	 	ACN 000 008 962
	Uncle Tobys Properties Pty Limited
	 	ACN 004 211 812
	William Jackett & Son Pty Limited
	 	ACN 007 874 213







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Executed as a deed poll.



SIGNED, SEALED AND

DELIVERED

by

as attorney for EACH NEW

GUARANTOR DESCRIBED IN

SCHEDULE 1 under power of attorney

dated

in the presence of:



	 	 	 
	

	 	 
	Signature of witness
	 	 
	 
	 	 
	

	 	 
	Name of witness (block letters)
	 	 
	 
	 	 
	

Address of witness

	 	

By executing this deed poll the
	

	 	attorney states that the attorney
	

	 	has received no notice of
	

	 	revocation of the power
	Occupation of witness
	 	of attorney








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