EX-10.27



 



Exhibit 10.27


Second Amendment and Restatement

Agreement - Term A 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)	 	Term A 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 - Term A Facility Agreement
	

	 	10 November 2003







1









 






Second Amendment and Restatement

Agreement - Term A 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 12 (“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 - Term A Facility Agreement
	

	 	10 November 2003








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	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 - Term A Facility Agreement
	

	 	10 November 2003








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SCHEDULE 1

INITIAL BORROWERS




	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	Name of Borrower
	 	Address
	 	incorporation

	Burns Philp Treasury
(Australia)
Limited ACN 003 731 986

	 	Level 23

56 Pitt Street

SYDNEY NSW 2000

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

	 	c/- The Corporation Trust
Company

County of New Castle

1209 Orange Street

WILMINGTON DE 19801

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

	 	54 Ponsonby Road

Auckland

NEW ZEALAND
	 	New Zealand
	 
	 	 	 	 
	Burns Philp Food Limited

	 	31 Arlie Street

Lasalle

QUEBEC H8R1Z8

CANADA
	 	Canada
	 
	 	 	 	 
	BPC1 Pty Limited

ACN 101 665 918

	 	Level 23

56 Pitt Street

Sydney NSW 2000

Australia
	 	Australia
	 
	 	 	 	 
	Burns Philp Deutschland GmbH

(Reg No. HRB 65911)

	 	Wandsbeker

Zollstrasse 59

22041 Hamburg

Germany
	 	Germany







4









 






Signing page




DATED: ______________________2003




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

	 	


	 

	 	Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

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

	 	


	 

	 	Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

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

	 	


	 

	 	Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

Date of power of attorney







	 	 	 
	© Mallesons Stephen Jaques

	 	Second Amendment and Restatement Agreement - Term A Facility Agreement
	

	 	10 November 2003







5









 






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

	 	


	 

	 	Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

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

	 	


	 

	 	Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

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

	 	


	 

	 	Signature of attorney
	 
	 	 
	

Signature of witness

	 	

Name
	 
	 	 
	

Name

	 	

Date of power of attorney






	 	 	 
	© Mallesons Stephen Jaques

	 	Second Amendment and Restatement Agreement - Term A Facility Agreement
	

	 	10 November 2003








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	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 - Term A Facility Agreement
	

	 	10 November 2003







7









 






Annexure A



	 	 	 
	© Mallesons Stephen Jaques

	 	Second Amendment and Restatement Agreement - Term A Facility Agreement
	

	 	10 November 2003







8









 






MALLESONS STEPHEN JAQUES



Second Amendment and Restatement

Agreement - Term A 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

6315410_5



 









 








Second Amendment and Restatement

Agreement - Term A 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 - Term A Facility Agreement
	

	 	10 November 2003







i










 





Term A 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
	 	(612) 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
	 	(613) 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

	 	Term A Facility Agreement
	

	 	10 November 2003







1









 






Term A 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(9) of
the Tax Act.
	 
	 	 	Australian Borrower means a Borrower incorporated in Australia.
	 
	 	 	Availability Period means the period commencing on the date of this
document and ending 9 months after that date or such later date as the
Facility Agent (acting on instructions of all the Subscribers) may
agree.
	 
	 	 	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 Term Debentures and by the paying up of unpaid amounts
in relation to the aggregate Face Value Amount of those Term 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 Term Debenture, the
amount expressed as the face value amount of that Term Debenture, as
recorded in the Register.
	 
	 	 	Facility means the multicurrency term debenture subscription
facility made available under this document.
	 
	 	 	Facility Commitment means the sum of the Commitments, initially
being AUD 1,300,000,000.







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003





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	 	 	Funding Portion means each portion of the Facility Commitment
provided under this agreement by the subscription for Term Debentures
and by the paying up of the relevant unpaid portion of the aggregate
Face Value Amount of those Term Debentures which has the same Borrower,
the same Drawdown Date and the same Interest Period.
	 
	 	 	Incremental Lender has the meaning given to that term in the Term B
Facility Agreement.
	 
	 	 	Incremental Loans has the meaning given to that term in the Term B
Facility Agreement.
	 
	 	 	Initial Term Debentures means the initial Term Debentures issued on
the first Funding Portion being provided under the Facility.
	 
	 	 	Interest Payment Date means, for an Interest Period:






	 	(a)	 	the last day of that Interest Period; and
	 
	 	(b)	 	if the Interest Period is greater than 6 months, the day
that is 6 months after the first day of that Interest Period.






	 	 	Interest Period means, for a Funding Portion, a period determined
in accordance with clause 4.1.
	 
	 	 	Interest Rate means, for an Interest Period for 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 Interest Period; and
	 
	 	(b)	 	the Margin on the first day of the Interest Period.






	 	 	Lender has the meaning given to that term in the Term B Facility
Agreement.
	 
	 	 	Margin means:






	 	(a)	 	for an Interest Period that begins on or within 6 months of
the first Drawdown Date – 2.50% per annum;
	 
	 	(b)	 	subject to paragraph (a), for an Interest Period, 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:







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003





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	Gearing Ratio
	 	Margin

	3.51 times or greater
	 	 	2.50	%
	3.26 times or greater but less than 3.51 times
	 	 	2.25	%
	3.01 times or greater but less than 3.26 times
	 	 	2.00	%
	2.51 times or greater but less than 3.01 times
	 	 	1.75	%
	Less than 2.51 times
	 	 	1.50	%








	 	 	Master Debenture has the meaning given to that term in the
Debenture Trust Deed.
	 
	 	 	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.
	 
	 	 	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.
	 
	 	 	Nominated AUD Funding Portion means a Funding Portion which has:






	 	(a)	 	a Borrower which is an Australian Borrower; and
	 
	 	(b)	 	a Borrowing Currency which is AUD.






	 	 	Nominated Subscriber means any Subscriber that the Parent and
Facility Agent agree will be a “Nominated Subscriber” under and for the
purposes of this document and any New Subscriber that takes an
assignment of, or substitution of, the rights and obligations of any
Nominated Subscriber under this document.
	 
	 	 	Paid Up Amount means, in relation to a Term Debenture at any time,
the total amount paid up by the Subscriber for that Term Debenture, as
recorded in the Register.
	 
	 	 	Permitted Interest Period 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 Interest
Period is intended to enable the relevant Borrower to improve the
alignment of Interest Periods with hedging periods under interest
rate Treasury Transactions entered into by the Group or to align
Interest Periods with the timing of repayment obligations or
prepayments under this document.







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003





4









 












	 	 	Reduction Date means a date set out in the table in clause 8.3(a).
	 
	 	 	Register means the register of Debenture Holders maintained under
the Debenture Trust Deed.
	 
	 	 	Replacement Funding Portion means a Funding Portion that is, or is
to be, provided in accordance with clause 6.
	 
	 	 	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)	 	 






	 	(i)	 	for a Subscriber (other than a Nominated
Subscriber), in relation to a proposed Funding Portion
(other than a Nominated AUD Funding Portion) or a
Replacement Funding Portion, the proportion that the
Subscriber’s Undrawn Commitment bears to the aggregate
Undrawn Commitments of all Subscribers (other than the
Nominated Subscribers); and
	 
	 	(ii)	 	for a Subscriber (other than a Nominated
Subscriber) in relation to an outstanding Funding Portion
(other than a Nominated AUD Funding Portion), a Switch
Funding Portion or a Switch Amount, the proportion of the
Funding Portion, Switch Funding Portion or Switch Amount
that is owing to it or one of its Subscriber Affiliates;






	 	(b)	 	 






	 	(i)	 	for a Subscriber in relation to a proposed
Nominated AUD Funding Portion, the proportion that the
Subscriber’s Undrawn Commitment bears to the Total Undrawn
Commitment;
	 
	 	(ii)	 	for a Subscriber in relation to an
outstanding Nominated AUD 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.
	 
	 	 	Switch Amount means an amount specified as such in a Switch Notice.
	 
	 	 	Switch Date means the date on which a Funding Portion is, or is
proposed to be, provided to a Borrower under a Switch Notice.






	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003





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	 	 	Switch Funding Portion means a Funding Portion that is, or is
proposed to be, repaid in part or in full on a Switch Date under clause
6.
	 
	 	 	Switch Notice means a properly completed notice substantially in
the form set out in schedule 5.
	 
	 	 	Tax Act means the Income Tax Assessment Act 1936 (Cth).
	 
	 	 	Term B Facility means the facility made available under the Term B
Facility Agreement.
	 
	 	 	Term Debenture has the meaning given to that term in the Debenture
Trust Deed.
	 
	 	 	Total Undrawn Commitment means the Facility Commitment less the
aggregate AUD Equivalent of the Paid Up Amount under all Term
Debentures.
	 
	 	 	Underwriter means each of Credit Agricole Indosuez Australia
Limited, BOS International (Australia) Limited and Credit Suisse First
Boston, Melbourne Branch.
	 
	 	 	Undrawn Commitment means in relation to a Subscriber the Commitment
of that Subscriber less the aggregate AUD Equivalent of the Paid Up
Amount under its Term Debentures.
	 
	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 Term Debentures
	 
	 	 	References in the Transaction Documents to the issue of Term Debentures
are references to the issue of the Master Debenture to which the Term
Debentures relate and to the recording in the Register of the details of
the Term Debentures and the Debenture Holders of those Term 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
Term Debenture and paying up any unpaid amount of the Face Value Amount
of that Term Debenture.







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003





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	2.2	 	Maximum accommodation
	 
	 	 	The aggregate Face Value Amount of Term 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.
	 
	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 an Eligible Purpose.
	 
	2.5	 	Nominated Subscribers
	 
	 	 	Notwithstanding any other provision of this agreement, a Nominated
Subscriber is not required to provide its Share of a Funding Portion
requested in a Drawdown Notice if that Funding Portion is not a
Nominated AUD Funding Portion.
	 
	3	 	Funding procedures
	 
	3.1	 	Delivery of Drawdown 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)	 	Promptly after receipt of a Drawdown Notice, the Facility
Agent must notify each Subscriber of its contents and of each
Subscriber’s Share of the Funding Portion requested.
	 
	 	(c)	 	If a Drawdown 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(b)
until the next Business Day.






	3.2	 	Requirements for a Drawdown Notice
	 
	 	 	A Drawdown Notice:






	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003





7









 












	 	(a)	 	must be in writing in the form of, and specifying the
matters set out in schedule 3;
	 
	 	(b)	 	must be received by the Facility Agent no later than 2.00 pm
(Melbourne time) on a day at least 5 Business Days before the
proposed Drawdown Date (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;
	 
	 	(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
is given) rounded to the nearest million
in the denominated currency; and






	 	(f)	 	specify an Interest Period for each proposed Funding
Portion that:






	 	(i)	 	is a Permitted Interest Period; and
	 
	 	(ii)	 	reflects as far as possible the hedging
periods under the interest rate Treasury Transactions
entered into by Borrowers.





     A Drawdown 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, 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 Term Debenture (calculated on the Drawdown Date) to exceed
either its Commitment or the Face Value Amount of its Term 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






	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003





8









 






	 	 	relevant Borrower) through the relevant
Lending Office on the Drawdown Date.
	 
	3.4	 	Conditions Precedent
	 
	 	 	A Subscriber is not obliged to provide any Funding Portion, or its Share
of any Funding Portion (or procure that a Subscriber Affiliate provides
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 as provided in clause 4 of the Senior Funding
Agreement are true on the Drawdown Date with reference to the facts
and circumstances subsisting at that date; and
	 
	 	(c)	 	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.






	3.5	 	Lack of appropriate funding
	 
	 	 	If:






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







	 	 	 
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	 	Term A Facility Agreement
	

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	 	 	then, unless the Facility Agent (acting on the instructions of all
Subscribers) and the Parent agree to amend the Drawdown Notice to
specify an alternative currency or term for that Funding Portion (in
which case the amended Drawdown Notice is deemed to have been delivered
on the Delivery Date), the Drawdown 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.






	4	 	Interest
	 
	4.1	 	Interest Periods






	 	(a)	 	The initial Interest Period for a Funding Portion commences
on the Drawdown Date or Switch Date for that Funding Portion. Each
subsequent Interest Period for that Funding Portion commences on
the day when the preceding Interest Period for that Funding Portion
expires.
	 
	 	(b)	 	Subject to paragraphs (c) and (d) and to clause 3.2, each
Interest Period for a Funding Portion is the Permitted Interest
Period specified in the Drawdown Notice or Switch Notice for that
Funding Portion.
	 
	 	(c)	 	An Interest Period that would otherwise end on a day that
is not a Business Day ends on the preceding Business Day.
	 
	 	(d)	 	An Interest Period for a Funding Portion 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.
	 
	 	(e)	 	If the Parent selects a term for an Interest Period in a
Drawdown Notice, Switch Notice or notice under clause 4.2 that is
not 1, 2, 3 or 6 months, that selection applies only for the
immediately following Interest Period, and any later Interest
Period will have a term of 3 months, unless the Parent selects a
different term in accordance with clause 4.2.






	 	 	 
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	 	Term A Facility Agreement
	

	 	10 November 2003





10









 












	4.2	 	Parent may change Interest Periods
	 
	 	 	Subject to clause 4.1(e), the Parent may vary the Interest Periods for a
Funding Portion, with effect from the end of the current Interest Period
for that Funding Portion, by notifying the Facility Agent that it wants
to do so by a notice that:






	 	(a)	 	must be signed by an Authorised Representative of the
Parent;
	 
	 	(b)	 	must be received by the Facility Agent no later than 4.00
pm (Melbourne time) 3 Business Days before the end of the current
Interest Period (or such shorter period as the Facility Agent may
agree in writing)
	 
	 	(c)	 	identifies the relevant Funding Portion and a replacement Interest
Period that:






	 	(i)	 	is a Permitted Interest Period; and
	 
	 	(ii)	 	minimises the Group’s net exposure to foreign
exchange and interest rate risk by reference to the rights
and obligations of Group Members under Treasury
Transactions; and






	 	(d)	 	is substantially in the form of schedule 4.






	 	 	The notice is effective when received by the Facility Agent as
contemplated by paragraph (b) and, once effective, is irrevocable.
	 
	4.3	 	Accrual and payment of interest






	 	(a)	 	Interest accrues on each Funding Portion over each Interest
Period at the Interest Rate for the Borrowing Currency in which the
Funding Portion is denominated and for that Interest Period for
that Funding Portion.
	 
	 	(b)	 	Each Borrower must pay the interest that accrues on each of
its Funding Portions over each Interest Period, in the Borrowing
Currency in which the Funding Portion is denominated, in arrears on
each Interest Payment Date for that Interest Period to the Facility
Agent (for the account of the Subscribers).






	4.4	 	Notification of Interest Rate
	 
	 	 	The Facility Agent must notify the Parent of the Interest Rate for an
Interest Period for a Funding Portion promptly after it has calculated
it.
	 
	4.5	 	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







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

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11









 






	 	(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
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.
	 
	 	(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 Term 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 Term 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 Term 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):






	 	(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.




	 	 	 
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	 	Term A Facility Agreement
	

	 	10 November 2003







12









 






	(f)	 	The Face Value Amount of each Term 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 Term 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 Term 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	 	Switching
	 
	6.1	 	Parent may switch Funding Portions
	 
	 	 	The Parent, on behalf of the relevant Borrowers, may request that part
or all of an outstanding Funding Portion (other than any part of a
Nominated AUD Funding Portion provided by a Nominated Subscriber) be
repaid at the end of its current Interest Period and that a Replacement
Funding Portion be drawn by a Borrower in another currency (as long as
it is a Borrowing Currency for that Borrower), by giving a Switch Notice
to the Facility Agent in accordance with this clause.
	 
	6.2	 	Requirements for a Switch Notice
	 
	 	 	A Switch Notice must:






	(a)	 	be signed by an Authorised Representative of the Parent on
behalf of the relevant Borrowers;
	 
	(b)	 	be given to the Facility Agent not later than 2.00 pm
(Melbourne time) 3 Business Days before the Switch Date specified
in the notice (or such shorter period as the Facility Agent may
agree in writing);





	 	 	 
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	 	Term A Facility Agreement
	

	 	10 November 2003





13









 






	(c)	 	identify, the proposed Switch Funding Portion and the
proposed Switch Amount, which amount must be equal to either:






	(i)	 	the outstanding amount of the Switch Funding
Portion; or
	 
	(ii)	 	an amount that has an AUD Equivalent of
AUD5,000,000 or a multiple of AUD2,000,000 that is greater
than that amount (calculated at the relevant Spot Rate for
the day on which the notice is given) rounded to nearest
million in the denominated currency;






	(d)	 	specify the Borrower of the proposed Replacement Funding
Portion and the Borrowing Currency for that Borrower in which the
proposed Replacement Funding Portion is to be denominated;
	 
	(e)	 	specify an Interest Period for the proposed Replacement
Funding Portion that:






	(i)	 	is a Permitted Interest Period; and
	 
	(ii)	 	reflects as far as possible the hedging
periods under interest rate Treasury Transactions entered
into by Borrowers; and






	(f)	 	not be given in relation to any part of an outstanding
Nominated AUD Funding Portion provided to a Borrower by a Nominated
Subscriber.






	 	 	A Switch Notice is effective when given to the Facility Agent as
contemplated by paragraph (b) and, once effective, is irrevocable.
	 
	6.3	 	Amount of Replacement Funding Portion






	(a)	 	The principal amount of a Replacement Funding Portion is to
be equal to the amount in the proposed currency for the Funding
Portion that the Facility Agent would be able to acquire with the
Switch Amount using the relevant Spot Rate on the proposed Switch
Date.
	 
	(b)	 	If the Parent gives a Switch Notice in accordance with
clause 6.2, the Facility Agent must calculate the principal amount
of the Replacement Funding Portion and advise the Parent and the
affected Subscribers as soon as it is able to.






	6.4	 	Switching of Funding Portions on the Switch Date
	 
	 	 	Subject to clauses 6.5 and 6.6, if the Parent gives a Switch Notice in
accordance with clause 6.2:






	(a)	 	the Borrower of the Switch Funding Portion must repay that
Funding Portion on the Switch Date by an amount equal to the Switch
Amount which must be paid by the Borrower to the Facility Agent for
the account of the Subscribers to that Funding Portion, other than
the Nominated Subscribers, in their respective Shares; and
	 
	(b)	 	each Subscriber (other than a Nominated Subscriber) must
provide (or procure that a Subscriber Affiliate provides) its Share
of the






	 	 	 
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	 	Term A Facility Agreement
	

	 	10 November 2003





14









 






	 	 	Replacement Funding Portion, to the Borrower of the
Replacement Funding Portion, through its relevant Lending Office on
the Switch Date,






	 	 	and the Paid Up Amount of each Term Debenture recorded in the Register
as being held by a Subscriber (other than a Nominated Subscriber) will
be decreased by an amount equal to that Subscriber’s Share of the Switch
Amount repaid and the Paid Up Amount of each Term Debenture recorded in
the Register as being held by a Subscriber (other than a Nominated
Subscriber) will be increased by an amount equal to that Subscriber’s
Share of the Replacement Funding Portion.
	 
	6.5	 	Conditions precedent to switching a Funding Portion
	 
	 	 	Clause 6.4 only takes effect in relation to a Switch Notice if:






	(a)	 	clause 6.2 has been complied with;
	 
	(b)	 	the representations and warranties in clause 4 of the
Senior Funding Agreement which are taken to be repeated on each
Switch Date are true on the Switch Date to the extent and on the
basis contemplated by clause 4.4 of the Senior Funding Agreement;
and
	 
	(c)	 	no Event of Default has occurred and is continuing, and
that the provision of the Funding Portion will not result in the
occurrence of an Event of Default.






	6.6	 	Lack of appropriate funding
	 
	 	 	If:






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






	(i)	 	it or any relevant Subscriber or Subscriber
Affiliate is unable (for any reason) to obtain funding of
the requested Replacement Funding Portion (other than a
Replacement Funding Portion denominated in Australian
Dollars or United States Dollars) in the currency or for the
Interest Period
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 the requested Replacement Funding Portion
(other than a Replacement 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







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003





15









 






	 	 	Affiliate of obtaining an amount in
the relevant currency to fund the requested Replacement
Funding Portion (other than a Replacement 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 Switch Notice, to specify
an alternative currency or term for that Replacement Funding Portion (in
which case the amended Switch Notice is deemed to have been delivered on
the Switch Delivery Date), the Switch Notice is taken to be withdrawn.
	 
	6.7	 	Facility Agent’s discretions concerning conditions precedent






	(a)	 	The Facility Agent (acting on the instructions of all
Subscribers, other than the Nominated Subscribers) may waive, or
postpone the time for, fulfilment of any condition precedent
concerning the switching of a Funding Portion under this clause.
	 
	(b)	 	Where a postponement is allowed under paragraph (a), the
Parent and the relevant Borrowers must comply with the terms of the
postponement. The Parent and the relevant Borrowers 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 relevant
Subscribers that each item referred to in clause 6.2 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 those Subscribers concerning those
items.






	7	 	Unused commitment fee
	 
	 	 	The Parent must pay the Facility Agent for the account of the
Subscribers an unused commitment fee in Australian Dollars equal to 0.5%
per annum of the amount by which the AUD Equivalent of the principal
amount of outstanding
Funding Portions on each day is less than the Facility Commitment on
that day. This fee:






	(a)	 	accrues daily from the date of this document up to and
including the last day of the Availability Period;
	 
	(b)	 	is calculated on the basis of the actual number of days
elapsed and a 365 day year; and
	 
	(c)	 	is payable in arrears on the last day of the Availability
Period.






	8	 	Repayment
	 
	8.1	 	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
Term Debenture, by giving a notice to the Facility Agent that:





	 	 	 
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	 	Term A Facility Agreement
	

	 	10 November 2003





16









 












	(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 Term 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)	 	Amounts prepaid under this subclause may not be redrawn.






	8.2	 	Mandatory prepayment






	(a)	 	If a Group Party is required under clause 7 of the Senior
Funding Agreement to ensure that an amount is applied towards
repayment or reduction of the Paid Up Amount of Term Debentures,
the Parent must ensure that the relevant amount (converted as
required into the relevant currencies) is immediately paid to the
Facility Agent and applied in accordance with paragraph (e) towards
either:






	(i)	 	pro rata repayment of the Facility, the Term
B Facility and the Incremental Loans; or
	 
	(ii)	 	if any Lender or Incremental Lender (as the
case may be) waives, as contemplated by section 2.13 of the
Term B Facility, the entitlement to receive pro rata
repayment as contemplated by clause 8.2(a)(i), the amount
that would have otherwise been applied towards repayment of
the Term B






	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003





17









 






	 	 	Facility or the Incremental Loans (as the case
may be) must be applied towards repayment of the Facility.






	(b)	 	If a Group Member receives proceeds of an insurance claim
as a result of the loss, damage or destruction of any property of
the Group, and the aggregate amount of such proceeds that the Group
has received over the then current Financial Year exceeds
AUD10,000,000 (calculated, to the extent that proceeds are received
in currencies other than Australian Dollars, at the Spot Rate on
the date of receipt), the Parent must ensure that the proceeds
(converted as required into the relevant currencies) are
immediately paid to the Facility Agent and applied in accordance
with paragraph (e) towards either:






	(i)	 	pro rata repayment of the Facility, the Term
B Facility and the Incremental Loans; or
	 
	(ii)	 	if any Lender or Incremental Lender (as the
case may be) waives, as contemplated by section 2.13 of the
Term B Facility, the entitlement to receive pro rata
repayment as contemplated by clause 8.2(b)(i), the amount
that would have otherwise been applied towards repayment of
the Term B Facility or the Incremental Loans (as the case
may be) must be applied towards repayment of the Facility,






	 	 	except to the extent that:






	(iii)	 	a Group Member has already applied funds
from other sources; or
	 
	(iv)	 	those proceeds are themselves applied within
180 days (or if the Parent can demonstrate to the reasonable
satisfaction of the Facility Agent that the proceeds will be
so applied within a longer period, such longer period agreed
to by the Facility Agent) after receipt,






	 	 	towards reinstatement or replacement of the lost, damaged or
destroyed property, or to meet a liability in respect of which
those proceeds were received.
	 
	(c)	 	The Parent must ensure, within 60 days after the end of
each calendar year commencing on 31 December 2003, that an amount
equal to the percentage of the Free Cash Flow (as determined in
accordance with the table set out at the end of this paragraph by
reference to the Senior Debt Ratio as at the end of that calendar
year as advised under clause 5.2(c) of the Senior Funding
Agreement) for that calendar year (converted as required into the
relevant currencies) is paid to the Facility Agent and applied in
accordance with paragraph (e) towards either:






	(i)	 	pro rata repayment of the Facility, the Term
B Facility and the Incremental Loans; or





	 	 	 
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	 	Term A Facility Agreement
	

	 	10 November 2003






18









 






	(ii)	 	if any Lender or Incremental Lender (as the
case may be) waives, as contemplated by section 2.13 of the
Term B Facility, the entitlement to receive pro rata
repayment as contemplated by clause 8.2(c)(i), the amount
that would have otherwise been applied towards repayment of
the Term B Facility or the Incremental Loans (as the case
may be) must be applied towards repayment of the Facility.





	 	 	 	 	 
	 	 	Percentage of Free
	Senior Debt Ratio
	 	Cash Flow

	3.01 times or greater
	 	 	100	%
	2.76 times or greater but less than 3.01
	 	 	75	%
	2.51 times or greater but less than 2.76
	 	 	50	%
	2.01 times or greater but less than 2.51
	 	 	25	%
	Less than 2.01 times
	 	 	0	%








	(d)	 	If the Parent has not received a written waiver not to
repay the Term B Facility or the Incremental Loans from the
facility agent for the Term B Facility by a required payment date
under clause 8.2(a), (b), (c) or (j), the Parent will apply the
relevant amount towards pro rata repayment of the Facility, the
Term B Facility and the Incremental Loans.
	 
	(e)	 	 






	(i)	 	Subject to paragraph (e)(ii), if the Parent
is required under clause 8.2(a), (b), (c) or (j) to apply an
amount towards repayment of the Facility, the amount must be
applied towards repayment of each relevant Funding Portion
in proportion to the AUD Equivalent of its outstanding
principal amount as at the repayment date.
	 
	(ii)	 	Subject to clause 8.7, if the Parent is
required under clause 8.2(a), (b), (c) or (j) to apply an
amount towards repayment of the Facility, the Parent may
elect in the relevant notice to reallocate the amount so
that the amount that is applied towards pro rata repayment
of Funding Portions provided to a particular Borrower in a
particular currency is increased, and the amount that is
applied towards pro rata repayment of the other Funding
Portions is correspondingly reduced.






	(f)	 	On each date on which a Borrower is obliged to make a
repayment under this clause 8.2, that Borrower must also pay all
interest and fees accrued but unpaid by it on the relevant Term
Debentures under this document, and all costs payable under clause
10.1(e) of the Senior Funding Agreement, in the currency in which
the interest, fees or costs are denominated.





	 	 	 
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	 	Term A Facility Agreement
	

	 	10 November 2003








19









 






	(g)	 	The obligations of the Parent and the Borrowers under this
subclause do not limit their obligations under clause 8.3, except
as described in clause 8.3(b).
	 
	(h)	 	Amounts prepaid under this subclause may not be redrawn.
	 
	(i)	 	Subject to clause 8.2(j), the parties acknowledge that the
Parent is not obliged to apply the proceeds from the issue of any shares by the Parent in prepayment or repayment of the Facility.
	 
	(j)	 	If, other than as set out in this clause 8.2, a Group Party
is required under section 2.13 of the Term B Facility to
mandatorily prepay an amount, the Parent must ensure that the
relevant amount (converted as required into the relevant
currencies) is immediately paid to the Facility Agent and applied
in accordance with paragraph (e), towards either:






	(i)	 	pro rata repayment of the Facility, the Term
B Facility and the Incremental Loans; or
	 
	(ii)	 	if any Lender or Incremental Lender (as the
case may be) waives, as contemplated by section 2.13 of the
Term B Facility, the entitlement to receive pro rata
repayment as contemplated by clause 8.2(j)(i), the amount
that would have otherwise been applied towards repayment of
the Term B Facility or the Incremental Loans (as the case
may be) must be applied towards repayment of the Facility .






	8.3	 	Amortisation






	(a)	 	On each Reduction Date and subject to clause 8.7, the
Borrowers (without limiting their other obligations under this
clause) must repay to the Facility Agent (for the account of the
Subscribers) one or more Funding Portions (as selected by the
Parent, or, if the Parent makes no selection, by the Facility
Agent) and reduce the Paid Up Amount of Term Debentures, in the
currency of the relevant Funding Portion, by an aggregate amount
that has an AUD Equivalent on the relevant date that is equal to
the amount set out opposite that date in the following table (as
adjusted under paragraph (b)):





	 	 	 	 	 
	 	 	Required reduction of
	Reduction Date (number	 	Paid Up Amount of Term Debentures
	of months after 12	 	before the Termination Date
	December 2002)
	 	(AUD Equivalent)

	6

	 	 	35,000,000	 
	12

	 	 	35,000,000	 
	18

	 	 	55,000,000	 
	24

	 	 	55,000,000	 
	30

	 	 	85,000,000	 
	36

	 	 	85,000,000	 
	42

	 	 	100,000,000	 
	48

	 	 	100,000,000	 
	54

	 	 	125,000,000	 







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







20









 





	 	 	 	 	 
	 	 	Required reduction of
	Reduction Date (number	 	Paid Up Amount of Term Debentures
	of months after 12	 	before the Termination Date
	December 2002)
	 	(AUD Equivalent)

	60

	 	 	Balance	 








	 	 	The Borrower must also repay to the Facility Agent (for the
account of the Subscribers) the outstanding Paid Up Amount of all
Term Debentures on the Termination Date.
	 
	(b)	 	If Borrowers repay Funding Portions and reduce the Paid Up
Amount of Term Debentures on a date as contemplated by clause
8.1(a), 8.2(a), 8.2(b,) 8.2(c) or 8.2(j), the repayment reduces the
amounts that the Borrowers are obliged to repay on subsequent dates
under paragraph (a), by an aggregate amount that is equal to the
AUD Equivalent of each such repaid amount (calculated on the date
it was repaid), on a pro rata basis.
	 
	(c)	 	On each Reduction Date, the Borrowers must also pay all
interest and fees accrued but unpaid on the relevant Term
Debentures under this document, and costs payable under clause
10.1(e) of the Senior Funding Agreement, in the currency in which
the interest, fees or costs are denominated.






	8.4	 	Currency fluctuation






	 	 	The parties acknowledge that Funding Portions may also be repaid under
clause 3.10 of the Senior Funding Agreement.






	8.5	 	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
Term Debentures and redeem each Term Debenture and pay any accrued but
unpaid interest on the Term Debentures and all other amounts then
outstanding from it but unpaid under the Term Debentures, this document
or the Senior Funding Agreement, in the currency in which the Paid Up
Amount, interest or other amount is denominated.






	8.6	 	Limit on repayment






	 	 	A Borrower may only prepay or repay Funding Portions and reduce the Paid
Up Amount of Term Debentures in accordance with this document.






	8.7	 	Repayments reduce Commitments






	 	 	Notwithstanding anything else to the contrary in the Transaction
Documents, each prepayment, repayment or reduction under this clause 8
(except a repayment referred to in clause 8.4):






	(a)	 	must be applied towards prepayment or repayment of Funding
Portions in such a way so as to ensure that the amount paid to each
Subscriber (including any Nominated Subscriber) is in the same





	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







21









 







	 	 	proportion that each Subscriber’s Commitment bears to the Facility
Commitment; and
	 
	(b)	 	reduces the relevant Commitments and Face Value Amounts of
the Term Debentures in aggregate by the AUD Equivalent of the
amount paid (calculated using the relevant Spot Rate on the day of
the payment), and each of those Commitments and the Face Value
Amount of each Subscriber’s Term Debenture reduces by a pro rata
amount.






	8.8	 	Paid Up Amount and Face Value Amount






	 	 	The Paid Up Amount and Face Value Amount of each Term 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.






	9	 	Optional reduction of commitments during availability period






	(a)	 	The Parent may elect during the Availability Period to
reduce the Facility Commitment 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 Term 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,






	 	 	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 Term Debenture held by each Subscriber





	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







22









 







	 	 	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 8 or a reduction is made under
this clause 9 to reflect the revised Face Value Amounts and Paid
Up Amounts of the Term Debentures.
	 
	(e)	 	Notwithstanding any other provision of a Transaction
Document, $100 (or the AUD Equivalent) of the Paid Up Amount of
each Term Debenture held by each Subscriber must not be repaid
until all moneys owing under the Facility have been paid or
satisfied in full.






	10	 	Obligations in relation to offer or sale of Term Debentures






	10.1	 	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 Term 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 Term
Debenture, or possession or distribution of any information memorandum
or any other offering material in relation to a Term Debenture, in any
jurisdiction where action for that purpose is required.






	10.2	 	Restrictions on offer and sales of Term Debentures






	 	 	The Facility Agent, each Underwriter and each Subscriber agrees that it
will not:






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





	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







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	(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 Term 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 Term Debenture); or






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






	 	 	In this clause 10.2, references to a Term Debenture include a legal or
equitable right or interest in, or an option to acquire, a Term
Debenture.






	10.3	 	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 Term Debentures. A
Borrower, Underwriter or the Facility Agent has no responsibility
for obtaining any authorisations a Subscriber requires in
connection with the subscription, offer, sale or transfer of Term
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 10.2(b).






	10.4	 	US selling restriction






	 	 	The Facility Agent, each Underwriter and each Subscriber severally
acknowledges that the Term 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 Term Debentures.






	11	 	Obligations in relation to public offer






	11.1	 	Underwriters’ undertakings






	 	 	Each Underwriter undertakes that:






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





	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







24









 







	(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 11.1(a)(i); or






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






	11.2	 	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 Term Debentures
or New Subscriber disclosed to it is known or suspected by it to be an
Associate of a Borrower.






	11.3	 	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 Term 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 Term 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 Term Debenture was not, so far as it is aware an
Associate of any other person which was offered a Term Debenture,
any other Subscriber, an Underwriter or a Borrower.






	11.4	 	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 Term 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 Term Debentures.





	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







25









 







	(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 Term
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 Term 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 Term Debentures as contemplated by clause 11.1, to enable
the Borrowers to comply with their obligations under clause 11.2.
	 
	(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 Term 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 Term 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 amounts payable under clause
10.1(e) of the Senior Funding Agreement) outstanding under
each Transaction Document) in respect of that Term 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 Term
Debenture held by a Subscriber is reduced by an amount equal to the
Tax Prepayment Amount prepaid under clause 11.4(d)(ii), as
evidenced by the Register.






	11.5	 	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.






	12	 	General






	12.1	 	Incorporation of clauses from the Senior Funding Agreement






	 	 	Clauses 18.1 to 18.12 of the Senior Funding Agreement apply to this
document.






	12.2	 	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.





	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







26









 






EXECUTED as an agreement




	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







27









 






Term A Facility Agreement




Schedule 1 - Initial Borrowers




	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Borrowing
	Name of Borrower
	 	incorporation
	 	Address
	 	Currencies

	Burns Philp Treasury

	 	Australia
	 	Level 23
	 	Australian Dollars
	(Australia) Limited

	 	 	 	56 Pitt Street
	 	United States Dollars
	ACN 003 731 986

	 	 	 	SYDNEY NSW 2000	 	 
	

	 	 	 	AUSTRALIA	 	 
	 
	 	 	 	 	 	 
	Burns Philp Deutschland

	 	Germany
	 	Wandsbeker Zollstrasse 59
	 	Euro
	GmbH

	 	 	 	22041 Hamburg
	 	United States Dollars
	(Registered No. HRB 65911)

	 	 	 	GERMANY	 	 
	 
	 	 	 	 	 	 
	Burns Philp Inc.

	 	USA
	 	c/- The Corporation Trust Company
	 	United States Dollars
	(Fed 10#22-272392)

	 	 	 	County of New Castle
	 	Euro
	

	 	 	 	1209 Orange Street	 	 
	

	 	 	 	WILMINGTON DE 19801	 	 
	

	 	 	 	UNITED STATES OF AMERICA	 	 
	 
	 	 	 	 	 	 
	Burns Philp (New Zealand)

	 	New Zealand
	 	54 Ponsonby Road
	 	New Zealand Dollars
	Limited (AK 112484)

	 	 	 	Auckland
	 	United States Dollars
	

	 	 	 	NEW ZEALAND	 	 
	 
	 	 	 	 	 	 
	Burns Philp Food Limited

	 	Canada
	 	31 Arlie Street
	 	Canadian Dollars
	

	 	 	 	Lasalle
	 	United States Dollars
	

	 	 	 	QUEBEC H8R1Z8	 	 
	

	 	 	 	CANADA	 	 
	 
	 	 	 	 	 	 
	BPC1 Pty Limited

	 	Australia
	 	Level 23	 	 
	ACN 101 665 918

	 	 	 	56 Pitt Street	 	 
	

	 	 	 	SYDNEY NSW 2000
	 	Australian Dollars
	

	 	 	 	AUSTRALIA
	 	United States Dollars







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







28









 






Term A 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	 	$	143,258,016.04	 
	Melbourne Branch	 	(Australia) Limited	 	 	 	 
	ABN 17 061 700 712
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	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

	 	Term A Facility Agreement
	

	 	10 November 2003






29









 






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

	BOS International (Australia)	 	Burns Philp Treasury	 	$	143,258,016.06	 
	Limited	 	(Australia) Limited	 	 	 	 
	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	 	Burns Philp Treasury	 	$	143,258,016.06	 
	Australia Limited	 	(Australia) Limited	 	 	 	 
	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 Defence	 	 	 	 
	

	 	 	 	Cedex France	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp Inc	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Credit Agricole	 	 	 	 
	

	 	 	 	55 East Monroe	 	 	 	 
	

	 	 	 	Chicago IL 60603	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Burns Philp (New Zealand)	 	 	 	 





	© Mallesons Stephen Jaques	 	Term A Facility Agreement

10 November 2003





30









 





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

	 

	 	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	 	 
	 
	 	 	 	 
	NEW SUBSCRIBERS
	 	 	 	 
	 
	 	 	 	 
	Australia and New Zealand

Banking Group Limited

ABN 11 005 357 522

	 	Burns Philp Treasury (Australia)

Limited
	 	

$ 79,957,962.48
	

	 	     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

	 	Term A Facility Agreement

10 November 2003







31









 







	 	 	 	 	 
	

	 	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

	 	Term A Facility Agreement
	

	 	10 November 2003







32









 







	 	 	 	 	 
	Bank of Western Australia

Limited

ACN 050 494 454

	 	Burns Philp Treasury (Australia)
Limited
	 	$22,589,285.71
	 
	 	
     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

	 	Term A Facility Agreement
	

	 	10 November 2003






33









 






	 	 	 	 	 
	Bayerische Hypo- und

Vereinsbank AG, Singapore

Branch

	 	Burns Philp Treasury (Australia)

Limited
	 	

$13,643,928.57
	

	 	     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

	 	Term A Facility Agreement
	

	 	10 November 2003






34









 






	 	 	 	 	 
	BNP Paribas

ARBN 000 000 017

	 	Burns Philp Treasury (Australia)

Limited
	 	$99,947,453.07
	 
	 	 	 	 
	

	 	     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
	 	$23,168,498.15
	 
	 	 	 	 
	 
	 	
     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	 	 





	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003








35








 





	 	 	 	 	 
	

	 	Burns Philp Inc.
	 	 
	 
	 	 	 	 
	

	 	     Commonwealth Bank of Australia	 	 
	

	 	     Level 5,	 	 
	

	 	     120 Pitt Street,	 	 
	

	 	     Sydney NSW 2000	 	 
	 
	 	 	 	 
	

	 	Burns Philp (New Zealand) Limited	 	 
	 
	 	 	 	 
	

	 	     Commonwealth Bank of Australia	 	 
	

	 	     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

	 	Burns Philp Treasury (Australia)
	 	 
	Commercial, Singapore Branch

	 	Limited	 	$ 18,071,428.56
	 
	 	 	 	 
	

	 	     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	 	 






	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
10 November 2003






36









 






	 	 	 	 	 	 	 
	

	 	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	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	BPC1 Pty Limited	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	     Crédit Industriel et Commercial,	 	 	 	 
	

	 	     Singapore Branch	 	 	 	 
	

	 	     9 Raffles Place #23-01/02	 	 	 	 
	

	 	     Republic Plaza	 	 	 	 
	

	 	     Singapore 048619	 	 	 	 
	 
	 	 	 	 	 	 
	National
Australia Bank

Limited

	 	 Burns Philp Treasury
(Australia)

Limited
	 	$	143,258,016.07	 
	ABN 12 004 004 937

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	     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	 	 	 	 








	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
10 November 2003





37









 






	 	 	 	 	 	 	 
	

	 	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	 	 	 	 
	 
	 	 	 	 	 	 
	Rabo Australia Limited

	 	Burns Philp Treasury (Australia)
	 	 	 	 
	ABN 39 060 452 217

	 	Limited	 	 	$143,258,016.07	 
	 
	 	 	 	 	 	 
	

	 	     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	 	 	 	 









	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
10 November 2003





38









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	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
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	SG Australia
Limited
ABN 72 002 093 021	 	Burns
Philp Treasury

(Australia) Limited
	 	$	68,115,384.62	 
	 	 	 
	 	 	 	 
	 	 	 	 	SG Australia Limited
	 	 	 	 
	 	 	 	 	Level 21
	 	 	 	 
	 	 	 	 	400 George Street
	 	 	 	 
	 	 	 	 	Sydney NSW 2000
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Burns
Philp Deutschland

GmbH
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Societe Generale
	 	 	 	 
	 	 	 	 	5 Place De La Pyramide
	 	 	 	 
	 	 	 	 	92088 Paris
La Defense

Cedex
	 	 	 	 
	 	 	 	 	France
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Burns Philp Inc.
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Societe Generale
	 	 	 	 
	 	 	 	 	5 Place De La Pyramide
	 	 	 	 
	 	 	 	 	92088 Paris
La Defense

Cedex
	 	 	 	 
	 	 	 	 	France
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Burns
Philp (New Zealand)

Limited
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	SG Australia Limited
	 	 	 	 
	 	 	 	 	Level 21
	 	 	 	 
	 	 	 	 	400 George Street
	 	 	 	 
	 	 	 	 	Sydney NSW 2000
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Burns Philp Food Limited
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	SG Australia Limited
	 	 	 	 
	 	 	 	 	Level 21
	 	 	 	 
	 	 	 	 	400 George Street
	 	 	 	 
	 	 	 	 	Sydney NSW 2000
	 	 	 	 







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
10 November 2003





39









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	BPC1 Pty Limited
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	SG Australia Limited
	 	 	 	 
	 	 	 	 	Level 21
	 	 	 	 
	 	 	 	 	400 George Street
	 	 	 	 
	 	 	 	 	Sydney NSW 2000
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	United Overseas Bank Limited,	 	Burns
Philp Treasury (Australia) Limited
	 	$	79,957,962.47	 
	Sydney Branch
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
	 	 	 	 







40









 






	 	 	 	 	 	 	 	 	 
	WestLB AG, Sydney
Branch 	 	Burns Philp Treasury (Australia) Limited
	 	$	143,258,016.07	 
	ABN 70 076 170 039	 	 
	 	 	 	 
	 	 	 	 	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

	 	Term A Facility Agreement
10 November 2003





41










 





Term A 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







Term A Facility Agreement — Drawdown Notice




We refer to the Term A 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:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Whether or not	 	 	 	 
	 	 	 	 	 	 	Funding Portion is	 	 	 	Account details
	 	 	 	 	Amount of	 	a Nominated AUD	 	Permitted Interest	 	(In ACT or outside
	Borrower
	 	Borrowing Currency
	 	Funding Portion
	 	Funding Portion
	 	Period
	 	Australia)

	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 







We confirm that each Nominated Subscriber is only required to provide its Share
of those Funding Portions specified above which are Nominated AUD Funding
Portions.




	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







42









 






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.




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

	 	Term A Facility Agreement
	

	 	10 November 2003







43









 







Term A Facility Agreement




Schedule 4 — Notice Varying Interest Period




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







Term A Facility Agreement — Variation of Interest Periods




We refer to the Term A 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 it wishes to vary the Interest
Periods for the Funding Portion (s) described below, from the date set out
below (being the last day of an Interest Period for the Funding Portion (s)),
as follows:




1. Funding Portion 1:




2. Name of Borrower:




3. Date:




4. New Permitted Interest Period:




Dated [date].




For and on behalf of BURNS, PHILP &

COMPANY LIMITED by its Authorised

Representative:



	 	 	 
	

	 	

	

	 	Signature of Authorised Representative
	 
	 	 
	

	 	

	

	 	Name













	1 Describe the currency, the principal amount and anything else needed to
uniquely identify the relevant Funding Portion.





	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







44









 






Term A Facility Agreement




Schedule 5 — Switch 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







Term A Facility Agreement – Switch Notice




We refer to the Term A 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 Switch Notice that are defined in the Facility Agreement have the
same meanings as in the Facility Agreement.




We give you irrevocable notice that Borrowers wish to switch Funding Portions
(other than any part of a Funding Portion provided by a Nominated Subscriber)
as follows.




1. Switch Date:




2. Details of the Switch Funding Portion:




	 	 	 	 	 	 	 
	 	 	 	 	Amount of the	 	 
	 	 	 	 	Switch Funding	 	 
	 	 	 	 	Portion (excluding	 	 
	 	 	 	 	any part provided	 	 
	 	 	 	 	by a Nominated	 	Proposed Switch
	Borrower
	 	Borrowing Currency
	 	Subscriber)
	 	Amount

	 

	 	 
	 	 
	 	 







3. Details of the proposed Replacement Funding Portion:




	 	 	 	 	 
	Borrower
	 	Borrowing Currency
	 	Permitted Interest Period

	 

	 	 
	 	 







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




	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







45









 






omission or otherwise) on the Switch Date to the extent and on the basis
contemplated by clause 4.4 of the Senior Funding Agreement.




No Event of Default will have occurred and be continuing on the Switch
Date, and the switching of the Funding Portions will not result in the
occurrence of an Event of Default.




Dated [date].




For and on behalf of BURNS, PHILP &

COMPANY LIMITED by its Authorised

Representative:



	 	 	 
	

	 	

	

	 	Signature of Authorised Representative
	 
	 	 
	

	 	

	

	 	Name







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003








46










 





Term A 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







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







47









 






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

	 	

	

	 	Signature of attorney
	 
	 	 
	


	 	

	Signature of witness

	 	Name
	 
	 	 
	


	 	

	Name

	 	Date of power of attorney







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







48









 






	 	 	 
	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

	 	Term A Facility Agreement
	

	 	10 November 2003







49









 






	 	 	 
	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

	 	Term A Facility Agreement
	

	 	10 November 2003







50









 






	 	 	 
	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

	 	Term A Facility Agreement
	

	 	10 November 2003







51









 






MALLESONS STEPHEN JAQUES




Term A 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 Subscribers”)




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





 









 








Term A Facility Agreement

Contents




	 	 	 	 	 
	Details
	 	 	1	 
	General terms
	 	 	2	 
	1 Interpretation
	 	 	2	 
	1.1 Definitions
	 	 	2	 
	1.2 Definitions in Senior Funding Agreement
	 	 	6	 
	1.3 Other interpretation clauses from Senior Funding Agreement
	 	 	6	 
	1.4 Issue of Term Debentures
	 	 	6	 
	2 Commitment, purpose and availability of Facility
	 	 	6	 
	2.1 Provision of Commitment
	 	 	6	 
	2.2 Maximum accommodation
	 	 	7	 
	2.3 Several obligations and rights of Subscribers
	 	 	7	 
	2.4 Purpose of the Facility
	 	 	7	 
	2.5 Nominated Subscribers
	 	 	7	 
	3 Funding procedures
	 	 	7	 
	3.1 Delivery of Drawdown Notice
	 	 	7	 
	3.2 Requirements for a Drawdown Notice
	 	 	7	 
	3.3 Subscribers to provide Share of Funding Portions
	 	 	8	 
	3.4 Conditions Precedent
	 	 	9	 
	3.5 Lack of appropriate funding
	 	 	9	 
	3.6 Facility Agent’s discretions concerning conditions precedent
	 	 	10	 
	4 Interest
	 	 	10	 
	4.1 Interest Periods
	 	 	10	 
	4.2 Parent may change Interest Periods
	 	 	11	 
	4.3 Accrual and payment of interest
	 	 	11	 
	4.4 Notification of Interest Rate
	 	 	11	 
	4.5 Accrual and calculation of interest
	 	 	11	 
	5 Facility
	 	 	12	 
	5.1 Subscription for, and issue of Debentures
	 	 	12	 
	5.2 Payment to Borrower
	 	 	13	 
	5.3 Debenture Trust Deed and Master Debentures
	 	 	13	 
	6 Switching
	 	 	13	 
	6.1 Parent may switch Funding Portions
	 	 	13	 
	6.2 Requirements for a Switch Notice
	 	 	13	 
	6.3 Amount of Replacement Funding Portion
	 	 	14	 
	6.4 Switching of Funding Portions on the Switch Date
	 	 	14	 
	6.5 Conditions precedent to switching a Funding Portion
	 	 	15	 
	6.6 Lack of appropriate funding
	 	 	15	 
	6.7 Facility Agent’s discretions concerning conditions precedent
	 	 	16	 







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003







i









 






	 	 	 	 	 
	7 Unused commitment fee
	 	 	16	 
	8 Repayment
	 	 	16	 
	8.1 Notice of voluntary prepayment
	 	 	16	 
	8.2 Mandatory prepayment
	 	 	17	 
	8.3 Amortisation
	 	 	20	 
	8.4 Currency fluctuation
	 	 	21	 
	8.5 Repayment on Termination Date
	 	 	21	 
	8.6 Limit on repayment
	 	 	21	 
	8.7 Repayments reduce Commitments
	 	 	21	 
	8.8 Paid Up Amount and Face Value Amount
	 	 	22	 
	9 Optional reduction of commitments during availability period
	 	 	22	 
	10 Obligations in relation to offer or sale of Term Debentures
	 	 	23	 
	10.1 No disclosure document
	 	 	23	 
	10.2 Restrictions on offer and sales of Term Debentures
	 	 	23	 
	10.3 Subscribers to observe laws
	 	 	24	 
	10.4 US selling restriction
	 	 	24	 
	11 Obligations in relation to public offer
	 	 	24	 
	11.1 Underwriters’ undertakings
	 	 	24	 
	11.2 Borrowers’ Undertakings
	 	 	25	 
	11.3 Warranties of each Subscriber
	 	 	25	 
	11.4 Each Subscriber and the Facility Agent to provide further information
	 	 	25	 
	11.5 Debenture Trust Deed and Master Debentures
	 	 	26	 
	12 General
	 	 	26	 
	12.1 Incorporation of clauses from the Senior Funding Agreement
	 	 	26	 
	12.2 Attorneys
	 	 	26	 
	Schedule 1 - Initial Borrowers
	 	 	28	 
	Schedule 2 - Initial Subscribers
	 	 	29	 
	Schedule 3 - Drawdown Notice
	 	 	42	 
	Schedule 4 - Notice Varying Interest Period
	 	 	44	 
	Schedule 5 - Switch Notice
	 	 	45	 
	Signing page
	 	 	47	 







	 	 	 
	© Mallesons Stephen Jaques

	 	Term A Facility Agreement
	

	 	10 November 2003








ii