Exhibit
2.1  Execution
Copy  
  FIRST SUPPLEMENTAL
INDENTURE  DATED AS OF
FEBRUARY 16, 2004  to the  INDENTURE  among  UNITED BISCUITS
FINANCE plc as Issuer,  REGENTREALM
LIMITED as Guarantor,  and  THE BANK OF NEW
YORK
as Trustee  
  
   FIRST SUPPLEMENTAL INDENTURE
dated as of February 16, 2004 (this Supplemental Indenture)
among:  UNITED BISCUITS FINANCE
plc, a company incorporated and existing under the laws of England and Wales
(the Issuer);  REGENTREALM LIMITED, a
corporation organized and existing under the laws of England and Wales (the Guarantor;
and  THE BANK OF NEW YORK, a
New York banking corporation, as trustee under the Indenture (together with its
successors in such capacity, the Trustee).  PRELIMINARY STATEMENT  The Issuer, the Guarantor
and the Trustee are parties to an Indenture dated as of April 17, 2001
(the Indenture) providing for the issuance of £120,000,000 aggregate
principal amount of 103/4% Senior Subordinated Notes due
2011 and 160,000,000 aggregate principal amount of 105/8%
Senior Subordinated Notes due 2011.  On February 16,
2004, Additional Notes consisting of £45,000,000 aggregate principal amount of
103/4% Senior Subordinated Notes due 2011 and 32,500,000
aggregate principal amount of 105/8% Senior Subordinated
Notes due 2011 of the Issuer, were issued pursuant to the terms of the
Indenture.  In connection therewith, the
parties to the Indenture wish to amend the Indenture in certain immaterial
respects.  Accordingly, the Issuer
and the Guarantor have requested that the Trustee enter into, and the Trustee
is willing to enter into, this Supplemental Indenture in order to amend certain
provisions of the Indenture, all on the terms and conditions hereinafter
provided.  Section 10.1 of the
Indenture provides that the Company, when authorized by a Board Resolution of
its Board of Directors, and the Trustee, without notice to or consent from any
Noteholder, may enter into an indenture supplemental to the Indenture, among
other things, to cure any ambiguity, to correct, modify or supplement any
provision which is defective or inconsistent with any other provision in the
Indenture or to provide for the issuance of any Exchange Notes or Additional
Notes (in accordance with the other provisions of the Indenture and including
provisions applicable only to such Notes).  NOW, THEREFORE, THIS
SUPPLEMENTAL INDENTURE WITNESSETH:  That, in consideration of
the premises and the mutual agreements contained herein, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:  Section 1.  Defined Terms.  Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings assigned thereto in
the Indenture.  Section 2.  Amendment to Section 1.1.  Subject to the receipt by the Trustee of
this Supplemental Indenture, duly executed and delivered by each of the parties
hereto but with effect as of the date hereof:  
   (a)  The definition of Intercompany Notes in
Section 1.1 of the Indenture is hereby amended to read in its entirety as
follows:  Intercompany Notes:
means one or more notes of Regentrealm, (i) dated the Issue Date, pursuant to which
the Company has loaned the net proceeds of the offering of the Notes to
Regentrealm, and (ii) dated February 16, 2004, pursuant to which the
Company has loaned the net proceeds of an offering of Additional Notes to
Regentrealm.  (b)  The definition of Registration Rights
Agreement in Section 1.1 of the Indenture is hereby amended to read in
its entirely as follows:  Registration Rights
Agreement means (i) the Registration Rights Agreement, dated as of the
Issue Date, among the Company, the Guarantor and the Initial Purchasers, and
(ii) the Registration Rights Agreement, dated as of February 16, 2003,
among the Company, the Guarantor and Deutsche Bank AG London.  Section 3.  Miscellaneous.  (A)  GOVERNING LAW.  THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS SUPPLEMENTAL INDENTURE WITHOUT REGARD TO THE APPLICABLE PRINCIPLES
OF CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.  (B)  Duplicate Originals.  This Supplemental Indenture may be executed
in any number of counterparts, each of which when so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one
of the same instrument.  (C)  Effect of Headings.  The Section headings herein are for
convenience only and are not considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.  (D)  Complete Agreement.  This Supplemental Indenture sets forth the
entire understanding of the parties relating to the subject matter hereof and
supersedes and cancels any prior communications, understandings and agreements
between the parties hereto.  (E)  Documents Otherwise Unchanged.  Except as herein provided, the Indenture
shall remain unchanged and in full force and effect, and each reference to the
Indenture and words of similar import in the Indenture, and other documents
shall be a reference to the Indenture as amended hereby and as the same may be
further amended, supplemented and otherwise modified and in effect from time to
time.  [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK.]  2 
   IN WITNESS WHEREOF,
the parties have caused this Supplemental Indenture to be duly executed by
their respective officers thereunto duly authorized as of the day and year
first above written.  UNITED BISCUITS FINANCE
  plc, as IssuerBy:
  /s/ Malcolm RitchieName:  Malcolm RitchieTitle:  DirectorREGENTREALM LIMITED, as
  GuarantorBy:
  /s/ Malcolm RitchieName:  Malcolm RitchieTitle:  DirectorTHE BANK OF NEW YORK,
  as TrusteeBy:
  /s/ Daniel WynneName:  Daniel WynneTitle:  Assistant Vice President  3