<PAGE>

                                                                   EXHIBIT 10.29

                                                                  EXECUTION COPY

================================================================================

                                 US$270,000,000

                                CREDIT AGREEMENT

                         dated as of February 20, 2003,

                as amended and restated as of February 26, 2003,

                                      among

                         BURNS, PHILP & COMPANY LIMITED,

                                BURNS PHILP INC.,

                            THE LENDERS NAMED HEREIN

                                       and

                           CREDIT SUISSE FIRST BOSTON,

                             as Administrative Agent

                             -----------------------

                           CREDIT SUISSE FIRST BOSTON,

                               as Sole Bookrunner

                                       and

                               Sole Lead Arranger

================================================================================
                                                        [CS&M Ref. No. 5865-171]

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
                                                                                                   Page
<S>                                                                                                <C>

                                    ARTICLE I

                                   Definitions

SECTION 1.01. Defined Terms .................................................................        1
SECTION 1.02. Terms Generally ...............................................................       28

                                   ARTICLE II

                                  The Credits

SECTION 2.01. Commitments ...................................................................       29
SECTION 2.02. Loans .........................................................................       29
SECTION 2.03. Borrowing Procedure ...........................................................       30
SECTION 2.04. Evidence of Debt; Repayment of Loans ..........................................       31
SECTION 2.05. Fees ..........................................................................       31
SECTION 2.06. Interest on Loans .............................................................       32
SECTION 2.07. Default Interest ..............................................................       32
SECTION 2.08. Alternate Rate of Interest ....................................................       32
SECTION 2.09. Termination and Reduction of Commitments ......................................       33
SECTION 2.10. Conversion and Continuation of Borrowings .....................................       33
SECTION 2.11. Repayment of Borrowings .......................................................       34
SECTION 2.12. Optional Prepayments ..........................................................       35
SECTION 2.13. Mandatory Prepayments .........................................................       36
SECTION 2.14. Reserve Requirements; Change in Circumstances .................................       38
SECTION 2.15. Change in Legality ............................................................       39
SECTION 2.16. Indemnity .....................................................................       39
SECTION 2.17. Pro Rata Treatment ............................................................       40
SECTION 2.18. Sharing of Setoffs ............................................................       40
SECTION 2.19. Payments ......................................................................       40
SECTION 2.20. Taxes .........................................................................       41
SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to
     Mitigate ...............................................................................       41
SECTION 2.22. Incremental Commitments .......................................................       42

                                   ARTICLE III

                         Representations and Warranties
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                                                 <C>
SECTION 3.01. Legal Representations and Warranties ..........................................       43
SECTION 3.02. Additional Representations and Warranties by Parent ...........................       45
SECTION 3.03. U.S.-Specific Representations and Warranties ..................................       46
SECTION 3.04. Reliance on Representations and Warranties ....................................       47
SECTION 3.05. No Representations to the Group Parties .......................................       47

                                   ARTICLE IV

                              Conditions of Lending

                                   ARTICLE V

                              Affirmative Covenants

SECTION 5.01. General Covenants .............................................................       51
SECTION 5.02. Reports and Information .......................................................       53
SECTION 5.03. Hedging Arrangements ..........................................................       55
SECTION 5.04. New Group Security Providers ..................................................       55
SECTION 5.05. Excluded Subsidiaries .........................................................       56
SECTION 5.06. Offer Covenants ...............................................................       57
SECTION 5.07. Permitted Asset Disposals to Non-Group Members ................................       58
SECTION 5.08. Permitted Asset Disposals to Group Members ....................................       59
SECTION 5.09. Permitted Business Acquisitions ...............................................       60
SECTION 5.10. Investment Account ............................................................       61
SECTION 5.11. Application of Repayment Amounts ..............................................       62
SECTION 5.12. Use of Proceeds ...............................................................       62
SECTION 5.13. Supplemental Securities .......................................................       62

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01. Financial Indebtedness ........................................................       63
SECTION 6.02. Encumbrances ..................................................................       67
SECTION 6.03. Disposal of Property ..........................................................       67
SECTION 6.04. Restricted Payments ...........................................................       67
SECTION 6.05. Capital Expenditures ..........................................................       68
SECTION 6.06. Mergers .......................................................................       68
SECTION 6.07. Organization ..................................................................       69
SECTION 6.08. Interest on Capital Notes .....................................................       69
SECTION 6.09. Fixed Charge Coverage Ratio ...................................................       69
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                 <C>
SECTION 6.10. Leverage Ratio ................................................................       69
SECTION 6.11. Interest Coverage Ratio .......................................................       70
SECTION 6.12. Senior Interest Coverage Ratio ................................................       70
SECTION 6.13. Investments, Loans and Advances ...............................................       70
SECTION 6.14. Transactions with Affiliates ..................................................       72

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                            The Administrative Agent

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01. Notices .......................................................................       79
SECTION 9.02. Survival of Agreement .........................................................       79
SECTION 9.03. Binding Effect ................................................................       79
SECTION 9.04. Successors and Assigns ........................................................       79
SECTION 9.05. Expenses; Indemnity ...........................................................       83
SECTION 9.06. Right of Setoff ...............................................................       84
SECTION 9.07. Applicable Law ................................................................       84
SECTION 9.08. Waivers; Amendment ............................................................       84
SECTION 9.09. Interest Rate Limitation ......................................................       85
SECTION 9.10. Entire Agreement ..............................................................       85
SECTION 9.11. WAIVER OF JURY TRIAL ..........................................................       86
SECTION 9.12. Severability ..................................................................       86
SECTION 9.13. Counterparts ..................................................................       86
SECTION 9.14. Headings ......................................................................       86
SECTION 9.15. Jurisdiction; Consent to Service of Process ...................................       86
SECTION 9.16. Judgment Currency .............................................................       87
SECTION 9.17. Confidentiality ...............................................................       88
SECTION 9.18. Undertaking to Pay the Administrative Agent ...................................       89
SECTION 9.19.  Obligations to Rank as Priority 1 Debenture Stockholder's Debt ...............       89
SECTION 9.20. Administrative Agent to Hold Payment Undertaking and Debenture
Stock on Trust ..............................................................................       89
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                <C>
Schedule 1         Group Structure Chart
Schedule 2         Lenders and Commitments
Schedule 3         Local Counsel
Schedule 4         New Security Documents
Schedule 5         Existing Encumbrances
Schedule 6         Existing Joint Ventures
Schedule 7         Existing Treasury Transactions
Schedule 8         Existing Financial Indebtedness
Schedule 9         Excluded Assets
Schedule 10        Disclosures for the Purposes of Section 3.01 and Section 3.02
Schedule 11        IA Withdrawal Request
Schedule 12        Existing Investments
Schedule 13        Existing Transactions with Affiliates

Exhibit A          Form of Administrative Questionnaire
Exhibit B          Form of Assignment and Acceptance
Exhibit C          Form of Borrowing Request
Exhibit D          Perfection Certificate
Exhibit E          Pledge Agreement
</TABLE>

                                      -iv-

<PAGE>

                                           CREDIT AGREEMENT dated as of February
                                    20, 2003, as amended and restated as of
                                    February 26, 2003, among BURNS PHILP INC., a
                                    Delaware corporation (the "Borrower"),
                                    BURNS, PHILP & COMPANY LIMITED (ABN 65 000
                                    000 359), a corporation organized under the
                                    laws of the Commonwealth of Australia
                                    ("Parent"), the Lenders (as defined in
                                    Article I) and CREDIT SUISSE FIRST BOSTON, a
                                    bank organized under the laws of
                                    Switzerland, acting through its Cayman
                                    Islands branch, as administrative agent (in
                                    such capacity, the "Administrative Agent")
                                    for the Lenders.

         The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

         SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms shall have the meanings specified below:

         "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

         "Acquisition" shall mean the acquisition of Goodman Fielder pursuant
to, and following the completion of, the Offer and, if made, the Options Offer,
pursuant to which Goodman Fielder becomes a Subsidiary.

         "Acquisition-Related Cost Savings" shall mean (a) an initial amount of
A$50,000,000 in respect of the Acquisition and an initial amount of A$8,000,000
in respect of the acquisition of the Fleischmann business unit from Kraft Foods
International Inc., as each such amount is reduced on each Calculation Date by
the annualized realized cost savings achieved in the quarter ending on that
Calculation Date from the integration of Goodman Fielder and the Fleischmann
business unit into the Group, which realized cost savings and reductions have
been verified by a firm of chartered accountants acceptable to the
Administrative Agent (acting reasonably) (and a copy of that review has been
delivered to the Administrative Agent), provided that (i) the amount in respect
of the Acquisition and integration of Goodman Fielder into the Group shall
reduce to zero by the date which is twelve months after Goodman Fielder becomes
a Wholly-Owned Subsidiary and (ii) the amount in respect of the acquisition and
integration of the Fleischmann business unit into the Group shall reduce to zero
on the date which is twelve months after the earlier of the date Parent receives
all Brazilian anti-trust approvals required in relation to the acquisition of
the Fleischmann business unit and June 30, 2003, and (b) in relation to any
acquisition (other than an acquisition referred to in the preceding clause (a)),
an amount in respect of a cost saving plan (including the amount, time frame and
anticipated milestone dates for any cost savings) agreed between Parent and the
Administrative Agent (acting reasonably) in relation to that acquisition.

<PAGE>

                                                                               2

         "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum equal to the
product of (a) the LIBO Rate in effect for such Interest Period and (b)
Statutory Reserves.

         "Administrative Agent Fees" shall have the meaning assigned to such
term in Section 2.05(a).

         "Administrative Questionnaire" shall mean an administrative
questionnaire in the form of Exhibit A, or such other form as may be supplied
from time to time by the Administrative Agent.

         "Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified; provided, however, that, for purposes of Section 6.14, the term
"Affiliate" shall also include any person that directly or indirectly owns 10%
or more of the class of Equity Interests of the person specified or that is an
officer or director of the person specified.

         "Agreed Hedging Program" shall mean Parent's interest rate and foreign
exchange risk management program for Group Members as agreed by Parent and the
Administrative Agent from time to time.

         "Alternate Base Rate" shall mean, for any day, a rate per annum equal
to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) 3.50%. Any
change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective on the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

         "Applicable Percentage" shall mean, with respect to any Eurodollar
Loan, 4.50%, or with respect to any ABR Loan, 3.50%.

         "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit B or such other form as shall be approved by the
Administrative Agent.

         "Associate" shall mean (a) each Existing Joint Venture and (b) any
other corporation, partnership, joint venture, trust or other entity that Parent
is required by GAAP to recognize in its Financial Statements on an equity
accounting basis.

         "Associate Limit" shall mean the aggregate of (a) A$40,000,000 and (b)
5% of EBITDA of the Group for the period of 12 months ending on the most recent
June 30 or December 31.

         "AUD Cash Rate" shall mean, on any day, the rate quoted on that day as
the official cash rate target shown on the Reuters monitor system page "RBA 27".

         "August 2003 Options" shall mean the share options of Parent
exercisable in August 2003.

         "Australia" shall mean the Commonwealth of Australia.

<PAGE>

                                                                               3

         "Australian dollars", "AUD" or "A$" shall mean the lawful money of
Australia.

         "Australian Facilities" shall mean the Australian Term Facility and the
Revolving Credit Facility.

         "Australian Term Facility" shall mean the A$1,300,000,000 multicurrency
term debenture facility made pursuant to the Term A Facility Agreement.

         "Authorization" shall mean (a) an authorization, permit, license,
consent, declaration, exemption, notarization, approval or waiver, however it is
described, and (b) in relation to anything that will be prohibited or restricted
by law if a Government Agency acts in any way within a specified period, the
expiry of that period without that action being taken, including any renewal or
amendment.

         "Banking Day" shall mean, in relation to a place, a day (other than a
Saturday, Sunday or public holiday) on which banks are open for general banking
business and for dealings in foreign exchange and foreign currency deposits in
that place.

         "Bid Documents" shall mean, subject to paragraph (m) of Article IV, the
offer document by BPC1 pursuant to which the Offer was made.

         "Board" shall mean the Board of Governors of the Federal Reserve System
of the United States.

         "Borrower's Portion of Equity Proceeds" shall mean, at any date of
determination, the Net Cash Proceeds of Equity Issuances occurring after the
Closing Date and on or prior to such date of determination that (a) were not,
are not or will not be required to be applied to the prepayment of Term Debt as
described in Section 2.13(b) and (b) have not been utilized on or prior to the
date of determination (i) to make an investment, loan or advance pursuant to
Section 6.13(o) or (ii) to finance Permitted Acquisitions pursuant to Section
5.09(a).

         "Borrower's Portion of Free Cash Flow" shall mean, at any date of
determination, the amount of Free Cash Flow for the preceding calendar year of
Parent (commencing with the calendar year ending December 31, 2003) that (a) was
not or is not required to be applied to the prepayment of Term Debt as described
in Section 2.13(e) and (b) has not been utilized on or prior to the date of
determination (i) to make an investment, loan or advance pursuant to Section
6.13(o) or (ii) to make Restricted Payments pursuant to the first proviso to
Section 6.04.

         "Borrowing" shall mean Loans of the same Type made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.

         "Borrowing Request" shall mean a request by the Borrower in accordance
with the terms of Section 2.03.

         "BPC1" shall mean BPC1 Pty Limited (ABN 45 101 665 918), a corporation
organized under the laws of the Commonwealth of Australia and a Wholly-Owned
Subsidiary.

<PAGE>

                                                                               4

         "Bridge Debentures" shall mean the Financial Indebtedness incurred
under the Bridge Facilities.

         "Bridge Facilities" shall mean the bridge facilities made pursuant to
the Bridge Senior Funding Agreement, the Bridge Term Facility Agreement and the
Bridge Revolving Facility Agreement.

         "Bridge Revolving Facility Agreement" shall mean the bridge revolving
facility agreement to be entered into among Parent, each borrower party thereto,
Credit Suisse First Boston (Melbourne Branch) and the subscribers party thereto.

         "Bridge Senior Funding Agreement" shall mean the bridge senior funding
agreement to be entered into among Parent, each borrower party thereto, Credit
Suisse First Boston (Melbourne Branch) and the subscribers party thereto.

         "Bridge Term Facility Agreement" shall mean the bridge term facility
agreement to be entered into among Parent, each borrower party thereto, Credit
Suisse First Boston (Melbourne Branch) and the subscribers party thereto.

         "Bridge Term Tranche B Debentures" shall mean Financial Indebtedness
incurred pursuant to drawings made under "Tranche B" as defined in the Bridge
Term Facility Agreement.

         "Burns Philp Capital" shall mean Burns Philp Capital Pty Limited (ACN
100 768 803), a corporation organized under the laws of the Commonwealth of
Australia and a Wholly-Owned Subsidiary.

         "Business Day" shall mean any day other than a Saturday, Sunday or day
on which banks in New York City or Sydney are authorized or required by law to
close; provided, however, that when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

         "Calculation Date" shall mean each Quarter Date each year commencing on
the first Quarter Date to occur after Goodman Fielder has been a Wholly-Owned
Subsidiary for one full Quarter Period or, if earlier, September 30, 2003.

         "Capex" shall mean actual expenditure by a Group Member for equipment,
fixed assets, real property or improvements, or for replacements or
substitutions therefor or additions thereto, that would be treated as capital
expenditure by GAAP.

         "Capital Lease Obligations" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

         "Capital Securities" shall mean, with respect to any person, any
securities, including notes and Equity Interests, (a) which would rank junior to
the New Subordinated Notes in any bankruptcy of the obligor on such securities,
(b) which do not require any redemption,

<PAGE>

                                                                               5

repayment, repurchase or other payment of the principal amount thereof by the
obligor on such securities except for redemption, repayments, repurchases or
other payments that, at the sole option of such obligor, can be made in Equity
Interests (other than mandatorily redeemable Equity Interests) of such person or
an Affiliate of such person, (c) the terms of which permit the suspension of
cash interest thereon on terms no less favorable to the Lenders than those
contained in the NZ Holdings Capital Notes Trust Deed and (d) which are not
convertible or exchangeable at the option of the holder for Financial
Indebtedness or cash; provided, however, that the obligor's obligation with
respect to such securities are not Guaranteed by any person (other than
Guarantees by one or more Group Security Providers, which Guarantees are
subordinated in right of payment to such Group Security Providers' Guarantees in
respect of the Loans) or secured by any Encumbrance.

         "Cash Restructuring Costs" shall mean Restructuring Costs expended in
cash.

         A "Change in Control" shall mean any of the following events:

         (a) if at any time none of Mr. Graeme Hart (or, in the event of his
incompetence or death, his estate, heirs, executor, administrator, committee or
other personal representative), any of his immediate family members (the "Hart
Family") or any entity controlled directly or indirectly by a member or members
of the Hart Family or any trust for the benefit of a member of the Hart Family
(collectively, the "Permitted Holders") (i) has, or together have, a beneficial
interest (directly or indirectly) in Parent, calculated on a fully diluted
basis, of at least 35% of the issued share capital of Parent and (ii) is, or
together are, the single largest shareholder, or group of shareholders, in
Parent on a fully diluted basis;

         (b) individuals who on the Closing Date constituted the board of
directors of Parent (together with any new directors (i) appointed or nominated
by one or more Permitted Holders or (ii) whose election by such board of
directors of Parent or whose nomination for election by the shareholders of
Parent, was approved by a vote of a majority of the directors of Parent then
still in office who were either directors on the Closing Date or whose election
or nomination for election was previously so approved) cease for any reason to
constitute a majority of the board of directors of Parent then in office; or

         (c) Parent shall cease to own directly, or indirectly through one or
more Wholly-Owned Subsidiaries, beneficially and of record, 100% of the issued
and outstanding Equity Interests of the Borrower.

         "Change in Law" shall mean (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Government
Agency after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.14, by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law, except that, if it does not have the
force of law, it must be one with which responsible banks or financial
institutions would comply) of any Government Agency made or issued after the
date of this Agreement.

         "Closing Date" shall mean the date that the Loans are made hereunder,
following satisfaction or waiver of the conditions precedent specified in
Article IV.

         "Code" shall mean the United States Internal Revenue Code of 1986, as
amended.

<PAGE>

                                                                               6

         "Commitment" shall mean, with respect to each Lender, the commitment of
such Lender to make a Loan hereunder as set forth in Schedule 2, or in the
Assignment and Acceptance pursuant to which such Lender assumed its Commitment,
as applicable, as the same may be (a) reduced from time to time pursuant to
Section 2.09 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. Unless the context
shall otherwise require, after the effectiveness of any Incremental Commitment,
the term "Commitment" shall include such Incremental Commitment.

         "Commitment Fees" shall have the meaning assigned to such term in
Section 2.05(b).

         "Confidential Information Memorandum" shall mean the Confidential
Information Memorandum of Parent and the Borrower dated January 2003.

         "Consolidated Cash" on any day shall mean the consolidated cash
(including cash held in an Investment Account) on Parent's consolidated balance
sheet on such day and held by Parent or any Group Member in accounts located in
Australia, Canada, The Netherlands, New Zealand or the United States up to
US$50,000,000 in the aggregate.

         "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "Controlling" and "Controlled" shall have meanings
correlative thereto.

         "Control Date" shall mean the date on which individuals appointed or
nominated by Parent or its Affiliates (other than Goodman Fielder and its
Affiliates immediately prior to such date) constitute a majority of the board of
directors of Goodman Fielder.

         "Controller" shall mean, in relation to a person's property (a) a
receiver or receiver and manager of that property or (b) anyone else who
(whether or not as agent for the person) is in possession, or has control, of
that property to enforce an Encumbrance.

         "Converting Preference Shares" shall mean the converting preference
shares issued by Parent prior to the date of this Agreement.

         "Co-Trustee" shall mean JPMorgan Chase Bank.

         "date of this Agreement" shall mean February 26, 2003.

         "Deed of Debenture Trust" shall mean the debenture trust deed to be
entered into among Parent, the entities listed in Schedule 1 to that deed, the
party named as security trustee in that deed and the other parties named
therein.

         "Deed of Guarantee and Indemnity" shall mean the Deed of Guarantee and
Indemnity dated July 28, 1998, among the guarantors party thereto and Chase
Securities Australia Limited.

         "Default" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.

         "Early Maturity Date" shall mean September 15, 2008, or, if such date
is not a

<PAGE>

                                                                               7

Business Day, the next preceding Business Day.

         An "Early Maturity Date Event" shall occur if the NZ Holdings Capital
Notes have been issued and if prior to the Early Maturity Date Parent shall not
have (a) refinanced the NZ Holdings Capital Notes with the proceeds of Equity
Interests or new subordinated indebtedness in accordance with Section
6.01(a)(xv) and/or (b) irrevocably agreed in writing with the Administrative
Agent for the benefit of the Lenders that, at the maturity of the NZ Holdings
Capital Notes, Parent will (i) extend, renew or refinance the NZ Holdings
Capital Notes in accordance with the terms thereof and with Section 6.01(a)(xv)
and/or (ii) redeem the NZ Holdings Capital Notes in accordance with the terms
thereof in exchange solely for ordinary shares of Parent (and Parent shall have
obtained all necessary shareholder, stock exchange and other approvals and
authorizations therefor).

         "EBIT" shall mean, for the Group for a period, an amount equal to the
consolidated net profit after tax of the Group for the period that would be
disclosed by consolidated Financial Statements of the Group if they were
prepared in accordance with GAAP as at the last day of that period, after (a)
deducting an amount equal to (i) profits relating to unrealized revaluations
included in consolidated net profit after tax, (ii) profits realized on the sale
or other disposition of any asset not manufactured or acquired for disposal in
the ordinary course of ordinary business or unusual in nature and (iii)
unrealized exchange gains included in consolidated net profit after tax and (b)
adding back an amount equal to (i) the provision for income tax and other
taxation (if any) levied in Australia or anywhere else on or by reference to
income or profits relating to that period, (ii) the Net Interest Expense for
that period, (iii) losses realized on the sale or other disposition of any asset
not manufactured or acquired for disposal in the ordinary course of ordinary
business or unusual in nature (including as a result of revaluations), to the
extent that those losses have been charged against that profit, (iv) unrealized
exchange losses relating to that period, (v) any Restructuring Costs, (vi) any
annualized realized cost savings relating to that period that have been reviewed
by a firm of chartered accountants acceptable to the Administrative Agent
(acting reasonably) (and a copy of that review has been delivered in accordance
with Section 5.02(c)) and (vii) profit or loss attributable to outside equity
interests (as shown in the profit and loss statement forming part of the
consolidated Financial Statements of the Group) relating to that period, less
the aggregate amount of dividends paid in respect of outside equity interests
during such period. For the purposes of calculating EBIT for any Subsidiary or
business acquired in any period, provided such EBIT has been verified by a firm
of chartered accountants acceptable to the Administrative Agent (acting
reasonably) and a copy of that review has been delivered to the Administrative
Agent, EBIT will be adjusted to take into account the effects of any
acquisitions made during the period. The adjustments will be made on the basis
that the acquired Subsidiary or business had been acquired on the first day of
the period and the EBIT for that acquired Subsidiary or business for the whole
of the period was included in the EBIT of the Group for that period.

         "EBITDA" shall mean for the Group for a period, the sum of (a) EBIT for
the Group for that period and (b) depreciation and amortization on fixed and
other assets (including goodwill) of the Group on a consolidated basis during
that period, that would be disclosed by consolidated Financial Statements of the
Group if they were prepared in accordance with GAAP as at the last day of that
period.

         "Eligible Purpose" shall mean each of the following purposes: (a) to
refinance the financial accommodation that is governed by the Existing Senior
Loan Agreements, (b) to finance the cash consideration payable under the Offer
or any Options Offer or in connection

<PAGE>

                                                                               8

with the Acquisition, (c) to refinance any financial accommodation of Goodman
Fielder or its subsidiaries once Goodman Fielder is a Wholly-Owned Subsidiary,
(d) to refinance any financial accommodation of Goodman Fielder or its
subsidiaries once Goodman Fielder is a Subsidiary but before Goodman Fielder
becomes a Wholly-Owned Subsidiary, to the extent such financial accommodation
must be refinanced to ensure that the obligor thereon is not in default of its
obligations under the document governing that financial accommodation or the
maturity date for that financial accommodation has occurred or to ensure that
the Group is not in default of its obligations under any financing arrangements,
(e) to pay any transaction costs relating to the Acquisition, all debt, asset
sales and related transaction costs (including all legal fees, brokerage fees,
accounting fees and other advisory fees), (f) to fund the working capital
requirements of the Group, (g) to make inter-company loans to Goodman Fielder
and its subsidiaries once Goodman Fielder is a Subsidiary or to other Group
Members for any of the purposes referred to in clauses (e) and (f) above and (h)
to repay the Bridge Facilities.

         "Employee Benefit Plan" shall mean any "employee benefit plan", as
defined in Section 3(3) of ERISA, or any "plan" as defined in Section 4975(e)(1)
of the Code (other than a multiemployer plan within the meaning of Section 3(37)
of ERISA) which is subject to ERISA or the Code.

         "Encumbrance" shall mean a mortgage, charge, pledge, lien,
hypothecation, title retention or deferred purchase price arrangement, a right
of set-off or right to withhold payment of a deposit or other money, a notice
under Section 255 of the Income Tax Assessment Act of 1936 of Australia or any
similar legislation, or an agreement to create any of them or to allow any of
them to exist.

         "Environmental Law" shall mean any statute, law, regulation, binding
agreement or other requirement (if the requirement has the force of law)
promulgated or entered into by a Government Agency (a) relating to the use,
storage, handling, transportation, treatment, release or disposal of waste,
dangerous goods, petroleum products or by-products or hazardous or toxic
materials, (b) relating to occupational health and safety or (c) which has as
one of its purposes or effects the protection of the environment.

         "Environmental Liability" shall mean all liabilities, obligations,
damages, losses, claims, actions, suits, judgments, orders, fines, penalties,
fees, expenses and costs (including administrative oversight costs, natural
resource damages and remediation costs), whether contingent or otherwise,
arising out of or relating to (a) compliance or non-compliance with any
Environmental Law, (b) the generation, use, storage, handling, transportation,
treatment, release or disposal of, or exposure to, any waste, dangerous goods,
petroleum products or by-products, or hazardous or toxic materials or (c) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

         "Equity Interests" shall mean shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity interests in any person, or any obligations
convertible into or exchangeable for, or giving any person a right, option or
warrant to acquire such equity interests or such convertible or exchangeable
obligations.

         "Equity Issuance" shall mean any issuance or sale by Parent or any
Subsidiary of any Equity Interests, except (a) any issuance or sale to Parent or
any Subsidiary, (b) any issuance

<PAGE>

                                                                               9

of directors' qualifying shares, (c) sales or issuances of ordinary shares, or
options to purchase ordinary shares, to management or employees of Parent or any
Subsidiary under any employee share option, share purchase plan or other
employee benefit plan in existence from time to time or (d) any issuance to the
extent the Net Cash Proceeds therefrom are used to repay NZ Holdings Capital
Notes Bridge Loans.

         "ERISA" shall mean the United States Employee Retirement Income
Security Act of 1974, as amended.

         "ERISA Affiliate" shall mean Parent, the Borrower and any person that
is a member of a controlled group of corporations, or of a group of trades or
businesses under common control, within the meaning of Section 414(b) or 414(c)
of the Code, which, in either case, includes the Borrower or Parent or, solely
for purposes of liability under Section 412 of the Code or Section 302 of ERISA,
a group of trades or businesses which, together with the Borrower or Parent, as
the case may be, is treated as a single employer under Section 414(n) or 414(o)
of the Code.

         "Euro" shall mean the lawful currency of the member states of the
European Union that adopted a single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union.

         "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

         "Event of Default " shall have the meaning assigned to such term in
Article VII.

         "Excluded Asset" shall mean an asset listed in Schedule 9.

         "Excluded Subsidiary" shall have the meaning assigned to such term in
Section 5.05.

         "Excluded Taxes" shall mean, with respect to the Administrative Agent,
any Lender or any other recipient of any payment to be made by or on account of
any obligation of the Borrower hereunder, (a) income, franchise or similar taxes
imposed on (or measured by) its net income by the United States or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located (or, in the case of any Lender, in which its
applicable lending office is located), (b) any branch profits taxes imposed by
the United States or any similar tax imposed by any other jurisdiction described
in clause (a) above and (c) in the case of a Foreign Lender (other than as an
assignee pursuant to a request by the Borrower under Section 2.21(a)), any
withholding tax that (i) is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party to this Agreement (or designates a
new lending office), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 2.20(a) or (ii) is
attributable to such Foreign Lender's failure to comply with Section 2.20(e).

         "Existing Encumbrance" shall mean an Encumbrance described in Schedule
5.

         "Existing Joint Venture" shall mean a joint venture described in
Schedule 6 and in the Group Structure Chart.

<PAGE>

                                                                              10

         "Existing Senior Loan Agreement" shall mean (a) the senior funding
agreement dated August 2, 2001, among Parent, the entities listed in Schedule 1
to that agreement, Credit Suisse First Boston, Melbourne Branch, The
Toronto-Dominion Bank and the financial institutions listed in Schedule 2 to
that agreement, as amended, (b) the term loan facility agreement dated August 2,
2001, among Parent, the entities listed in Schedule 1 to that agreement, Credit
Suisse First Boston, Melbourne Branch and the financial institutions listed in
Schedule 2 to that agreement and (c) the revolving loan facility agreement dated
August 2, 2001, among Parent, the entities listed in Schedule 1 to that
agreement, Credit Suisse First Boston, Melbourne Branch and the financial
institutions listed in Schedule 2 to that agreement.

         "Existing Treasury Transaction" shall mean a Treasury Transaction that
a Group Member is a party to as at the date of this Agreement, as described in
Schedule 7.

         "Facility" shall mean the senior secured credit facility documented by
this Agreement.

         "Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of
the quotations for the day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.

         "Fee Letter" shall mean the Fee Letter dated December 12, 2002, among
Parent, the Borrower and the Administrative Agent.

         "Fees" shall mean the Commitment Fees and the Administrative Agent
Fees.

         "Financial Indebtedness" shall mean an obligation (whether present or
future, actual or contingent) to pay or deliver any money or commodity under or
in respect of any financial accommodation including under or in respect of any
(a) money borrowed or raised, (b) redeemable or repurchasable share or stock,
(c) bill of exchange, promissory note or other financial instrument (whether or
not transferable or negotiable), (d) put option or buyback or discounting
arrangement in respect of any property, (e) lease, license or other arrangement
in respect of any property entered into primarily to raise finance or to finance
the acquisition of that property (other than a lease, license or arrangement
which may be accounted for as an operating lease under applicable generally
accepted accounting principles), (f) hire purchase arrangement in respect of any
property, (g) deferral of a payment obligation for any property or service
entered into in the ordinary course of ordinary business, where the payment
obligation is deferred for more than 180 days and the deferral of the payment
obligation is structured to achieve the same or similar commercial effect to
financial accommodation by way of money borrowed or raised, (h) interest or
currency swap or hedge arrangement, financial option, futures contract or
analogous transaction that is structured to achieve the same or a similar
commercial effect to financial accommodation by way of money borrowed or raised,
(i) reimbursement obligations under any letter of credit, letter of guaranty or
similar arrangement or (j) arrangement which achieves the same or a similar
commercial effect as or to any of the above, and any Guarantee of Financial
Indebtedness of another person.

<PAGE>

                                                                              11

         "Financial Officer" of any person shall mean the chief financial
officer, principal accounting officer or treasurer of such person.

         "Financial Quarter" shall mean a period of three calendar months ending
on September 30, December 31 or March 31.

         "Financial Statements" shall mean, for a period, a profit and loss
statement and statement of cashflows for that period, and a balance sheet at the
end of that period, together with any notes to them and any statement or report
(including any directors' declaration and any auditors' report) that is required
by applicable law to be prepared in relation to them.

         "Financial Year" shall mean a period of 12 calendar months ending on
June 30.

         "Fixed Charge Coverage Ratio" shall mean, for a period, the ratio of
(a) EBITDA for that period less the sum of (i) Capex during that period, (ii)
Tax paid in respect of that period and (iii) for any period commencing after
December 31, 2002, net increases in the working capital of the Group in that
period (other than any net increases that arise as a result of or in connection
with the unwind of any debtor securitization of Goodman Fielder or its
subsidiaries), plus any net decreases in the working capital of the Group in
that period, to (b) the sum of (i) the principal amount of Funding Portions and
Paid Up Amount of Term Debentures that fall due for payment under clause 8.3 of
the Term A Facility Agreement, the principal amount of any Loans that fall due
for payment under Section 2.11 and any other scheduled repayments of principal,
or amounts in the nature of principal, in respect of the Financial Indebtedness
of the Group (excluding Financial Indebtedness of one Group Member to another
Group Member) over that period (excluding any amounts which fall due for payment
under those clauses as a result of the Transactions) and (ii) Net Interest
Expense over that period, but excluding (A) interest, the payment of which is
suspended under the NZ Holdings Capital Notes Bridge Facility, the NZ Holdings
Capital Notes or the NZDF Capital Notes under and in accordance with Section
6.08 and (B) capitalized interest, calculated for the Group on a consolidated
basis. Solely for purposes of determining the Fixed Charge Coverage Ratio for
the period of 12 months ending on the first and second Calculation Dates, the
amount of Tax, principal and Net Interest Expense described above for any such
period shall be deemed to be (a) in respect of the period ended on the first
Calculation Date, the amount of Tax, principal and Net Interest Expense,
respectively, for the six months ended on such date, multiplied by 2, and (b) in
respect of the period ended or the second Calculation Date, the amount of Tax,
principal and Net Interest Expense, respectively, for the nine months ended on
such date, multiplied by 4/3.

         "Foreign Lender" shall mean any Lender that is organized under the laws
of a jurisdiction other than that in which the Borrower is located. For purposes
of this definition, the United States, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.

         "Foreign Pension Plan" shall mean any plan, fund (including any
superannuation fund) or other similar program established or maintained outside
the United States by Parent or any Subsidiary primarily for the benefit of
employees residing outside the United States of Parent or any Subsidiary which
plan, fund or other similar program provides for retirement income for such
employees in contemplation of retirement or provides for payments to be made to
such employees upon termination of employment, and which plan is not subject to
ERISA or the Code.

<PAGE>

                                                                              12

         "Free Cash Flow" shall mean, for a period, the sum (excluding
double-counting) of (a) for the Group (i) the sum of (A) EBIT for the Group for
the period, (B) the aggregate of depreciation and amortization for the Group in
respect of intangible assets, prepaid slotting fees, tangible fixed assets, real
property and plant and equipment for the period, (C) an amount equal to the net
proceeds of sale or other disposal actually received by the Group of any fixed
assets or businesses sold during the period where the net proceeds of sale or
disposal were not paid into an Investment Account or applied in prepayment of
outstanding Funding Portions to reduce the Paid Up Amount of Term Debentures
under clause 8.2(a) of the Term A Facility Agreement, prepayment of Loans in
accordance with Section 2.13 or prepayment of TLB Tranche 2 Loans in accordance
with Section 2.13 of the TLB Tranche 2 Credit Agreement (excluding assets
disposed of in accordance with Section 5.07(c) or 5.08), (D) any decrease in
working capital of the Group in the period as disclosed in the most recent
consolidated statement of cashflows of the Group as changes in trade debtors,
inventories and trade creditors and (E) without double-counting, cash receipts
that the Group received over the period in respect of unusual items and
extraordinary items as reported in the Financial Statements, less (ii) the sum
of (A) equity accounted EBIT for the Group for the period in connection with
Associates, (B) profit or loss on the sale of noncurrent assets (as shown on the
balance sheet forming part of the consolidated Financial Statements of the
Group) over the period, (C) amounts that the Group paid over the period for
increases in share capital of Majority-Owned Subsidiaries and Associates, (D)
Net Interest Expense for the Group for the period (including in respect of the
NZ Holdings Capital Notes Bridge Facility, the NZ Holdings Capital Notes and the
NZDF Capital Notes but excluding interest the payment of which is suspended
under the NZ Holdings Capital Notes Bridge Facility, the NZ Holdings Capital
Notes or the NZDF Capital Notes under and in accordance with Section 6.08), (E)
prepaid slotting payments paid by the Group over the period, (F) tax expenses
that the Group accrued over the period, (G) an amount equal to all Capex that
the Group actually expended over the period, (H) without double counting, cash
expenditure that the Group incurred over the period in respect of unusual items
and extraordinary items as reported in the Financial Statements, (I) amounts
that the Group transferred over the period to Associates for capital expenditure
or other set up costs, (J) (1) any voluntary repayment over the period of
Funding Portions by a reduction in the Paid Up Amount of the Term Debentures
under the Term A Facility Agreement, or any voluntary repayment of the Loans in
accordance with Section 2.12 or voluntary repayment of the TLB Tranche 2 Loans
in accordance with Section 2.12 of the TLB Tranche 2 Credit Agreement, (2) any
mandatory repayment over the period of Funding Portions by a reduction in the
Paid Up Amount of the Term Debentures under the Term A Facility Agreement, or
any mandatory repayment over the period of the Loans in accordance with Section
2.13 or mandatory repayment over the period of the TLB Tranche 2 Loans in
accordance with Section 2.13 of the TLB Tranche 2 Credit Agreement, (K) any
dividends paid over the period on the Converting Preference Shares (up to
conversion), (L) any Cash Restructuring Costs, (M) any increase in working
capital of the Group in the period as disclosed in the most recent consolidated
cash flows of the Group as changes in trade debtors, inventories and trade
creditors, (N) establishment and up front fees payable to financiers that are
incurred in connection with the Transactions up to a maximum amount of
A$20,000,000 and any other fees incurred in connection with the Transactions
(including legal fees, accounting fees and other advisory fees), (O) any costs,
fees and expenses incurred by Goodman Fielder and its subsidiaries and payable
by the Group incurred in connection with Goodman Fielder's defense of the Offer
or any Options Offer, (P) the amount paid in cash equal to the net payments for
the purchase or acquisition of a business by any Group Member, whether by way of
acquisition of shares or net assets, to the extent that it is funded from
existing cash resources of the Group (excluding cash proceeds raised in
connection with such purchase or acquisition) and (Q) any annualized

<PAGE>

                                                                              13

unrealized cost savings relating to that period (to the extent included in EBIT)
that (1) have been verified by a firm of chartered accountants acceptable to the
Administrative Agent (acting reasonably) and (2) are acceptable to the
Administrative Agent (acting reasonably), plus (b) the greater of (i) 50% of the
Group's share (determined by reference to its proportionate ownership interest
in the Associate) of the net profit after tax of each Associate for the period,
determined in accordance with GAAP, and (ii) the amount of dividends or cash
distributions that Associates actually pay to Group Members over the period
(after allowing for amounts that have been taken into account under clause
(b)(i) in previous periods).

         "Funding Portion" has the same meaning as in the Term A Facility
Agreement or Revolving Facility Agreement, as the case may be.

         "GAAP" shall mean generally accepted accounting principles in
Australia, applied on a consistent basis.

         "Gelatin Disposal" shall mean the disposal by Parent, Goodman Fielder
or a subsidiary of Goodman Fielder of the remaining Leiner Davis Gelatin
business and the joint venture interest in the Ecuadorian gelatin business of
Goodman Fielder.

         "Gelatin Proceeds" shall mean the Net Disposal Proceeds received with
respect to the Gelatin Disposal.

         "GF Program Receivables" shall mean all trade or debtor receivables and
related contract rights originated and owned by Goodman Fielder or any of its
subsidiaries and sold pursuant to the GF Receivables Program.

         "GF Receivables Program" shall mean the sale of, or transfer of
interests in, GF Program Receivables pursuant to customary off-balance sheet
securitization transactions.

         "GMF Notes" shall mean the guaranteed senior notes due 2011 issued by a
subsidiary of Goodman Fielder in an aggregate principal amount of
US$200,000,000.

         "Goodman Fielder" shall mean Goodman Fielder Limited (ABN 44 000 003
958), a corporation organized under the laws of the Commonwealth of Australia.

         "Government Agency" shall mean (a) a government or government
department or other body, (b) a governmental, semi-governmental or judicial
person or (c) a person (whether autonomous or not) who is charged with the
administration of a law under statute or the rules of any stock exchange.

         "Granting Lender" shall have the meaning assigned to such term in
Section 9.04(i).

         "Group" shall mean Parent, the Subsidiaries and the Associates from
time to time.

         "Group Member" shall mean Parent and any Subsidiary from time to time.

         "Group Party" shall mean a Group Member that is a party to a
Transaction Document.

         "Group Security Provider" shall mean a Group Member that is a grantor
of a

<PAGE>

                                                                              14

Security.

         "Group Structure Chart" shall mean the document attached as Schedule 1,
that shows the structure of the Group and incorporates a list of the Group
Members and other details relating to them.

         "Guarantee" shall mean a guarantee, indemnity, letter of credit,
performance bond, acceptance or endorsement, or other undertaking or obligation
(a) to provide funds (including by the purchase of property), or otherwise to
make property available, in or to enable payment or discharge of, (b) to
indemnify against the consequences of default in the payment of or (c) otherwise
to be responsible for, an obligation (whether or not it involves the payment of
money), or otherwise to be responsible for the solvency or financial condition,
of any other person.

         "Guarantor" shall mean each person listed in Item 1 of Schedule 1 to
the Deed of Guarantee and Indemnity, and each other person that is or becomes a
"Guarantor" or "New Guarantor" for purposes of the Deed of Guarantee and
Indemnity.

         "IA Withdrawal Request" shall mean a notice in substantially the form
set out in Schedule 11.

         "Incremental Commitment" shall mean the commitment of any Lender
established pursuant to Section 2.22 to make Incremental Loans to the Borrower.

         "Incremental Lender" shall mean a Lender with an Incremental Commitment
or an outstanding Incremental Loan.

         "Incremental Loan Amount" shall mean, at any time, the excess, if any,
of (a) US$100,000,000 over (b) the aggregate amount of all Incremental
Commitments established prior to such time pursuant to Section 2.22.

         "Incremental Loan Assumption Agreement" shall mean an Incremental Loan
Assumption Agreement in form and substance reasonably satisfactory to the
Administrative Agent, Parent and the Borrower, among Parent, the Borrower, the
Administrative Agent and one or more Incremental Lenders.

         "Incremental Loan Maturity Date" shall mean the final maturity date of
any Incremental Loan, as set forth in the applicable Incremental Loan Assumption
Agreement.

         "Incremental Loan Repayment Date" shall mean each date regularly
scheduled for the payment of principal of any Incremental Loan, as set forth in
the applicable Incremental Loan Assumption Agreement.

         "Incremental Loans" shall mean term loans made by one or more Lenders
to the Borrower pursuant to Section 2.01(b). Incremental Loans may be made in
the form of additional Loans, or to the extent permitted by Section 2.22 and
provided for in the relevant Incremental Loan Assumption Agreement, Other Loans.

         "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

<PAGE>

                                                                              15

         "Insolvency Event" shall mean, in respect of a person, (a) an order
being made, or the person passing a resolution, for its winding up, dissolution
or deregistration, (b) an application being made to a court for an order for
protection from creditors or for its reorganization, winding up, dissolution or
deregistration, unless the application is withdrawn or dismissed within five
Business Days, (c) an administrator or analogous person being appointed to the
person, (d) (i) the person resolving to appoint a Controller or analogous person
to the person or any of the person's property, (ii) an application being made to
a court for an order to appoint a Controller, provisional liquidator, trustee
for creditors or in bankruptcy or analogous person to the person or any of the
person's property, unless the application is withdrawn or dismissed within five
Business Days, or (iii) an appointment of the kind referred to in clause (d)(ii)
being made (whether or not following a resolution or application), (e) the
holder of a Security Interest taking possession of any of the person's property,
(f) the person being taken under Section 459F(1) of the Corporations Act 2001 of
Australia to have failed to comply with a statutory demand, (g) the person (i)
suspending payment of its debts, ceasing (or threatening to cease) to carry on
all or a material part of its business, stating that it is unable to pay its
debts or being or becoming otherwise insolvent or (ii) being taken by applicable
law to be (or if a court would be entitled or required to presume that the
person is) unable to pay its debts or otherwise insolvent, (h) the process of
any court or authority being invoked against the person or any of its property
to enforce any judgment or order for the payment of money or the recovery of any
property, unless the person is able, within five Business Days, to satisfy the
Administrative Agent that there is no substantial basis for the judgment or
order in respect of which the process was invoked, (i) the person taking any
step that could result in the person becoming an insolvent under administration
(as defined in Section 9 of the Corporations Act 2001 of Australia), (j) the
person taking any step toward entering into a compromise or arrangement with, or
assignment for the benefit of, any of its members or creditors or (k) any
analogous event in any relevant jurisdiction, unless this takes place as part of
a solvent reconstruction, amalgamation, merger or consolidation that is
permitted by Section 6.06; provided, however, that the term "Insolvency Event"
shall not include any U.S. Insolvency Event.

         "Intercreditor Agreement" shall mean the agreement to be entered into
among the Administrative Agent, the facility agent party to the Senior Funding
Agreement, the administrative agent party to the TLB Tranche 2 Credit Agreement,
the facility agent party to the Bridge Senior Funding Agreement, Rabo Australia
Limited, HSBC Bank Australia Limited and the Security Trustee.

         "Interest Coverage Ratio" shall mean, for a period, the ratio of EBITDA
for the Group for the period to Net Interest Expense for the Group for the
period.

         "Interest Payment Date" shall mean (a) with respect to any ABR Loan,
the last Business Day of each March, June, September and December, and (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
that would have been an Interest Payment Date had successive Interest Periods of
three months' duration been applicable to such Borrowing and, in addition, the
date of any prepayment of a Eurodollar Borrowing or conversion of a Eurodollar
Borrowing to an ABR Borrowing.

         "Interest Period" shall mean, with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar month

<PAGE>

                                                                              16

that is one, two, three or six months thereafter, as the Borrower may elect;
provided, however, that if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day. Interest shall accrue from and including the first day
of an Interest Period to but excluding the last day of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.

         "Interest Suspension Financial Covenants", as used in Section 6.08,
shall mean:

         (a) the Leverage Ratio for each period of 12 months that ends on a
Calculation Date that occurs in a period set out in the following table must not
be more than the amount set out in the following table opposite that period:

<TABLE>
<CAPTION>
                Period                                Ratio
                ------                                -----
<S>                                                <C>
Closing Date through December 31, 2003             4.80 to 1.00
January 1, 2004 through June 30, 2004              4.65 to 1.00
July 1, 2004 through December 31, 2004             4.15 to 1.00
January 1, 2005 through June 30, 2005              3.90 to 1.00
July 1, 2005 through December 31, 2005             3.65 to 1.00
January 1, 2006 through June 30, 2006              3.40 to 1.00
Thereafter                                         3.15 to 1.00
</TABLE>

         (b) the Interest Coverage Ratio for each period of 12 months that ends
on a Calculation Date that occurs in a period set out in the following table
must not be less than the amount set out in the following table opposite that
period:

<TABLE>
<CAPTION>
                Period                                Ratio
                ------                                -----
<S>                                                <C>
Closing Date through December 31, 2003             2.20 to 1.00
January 1, 2004 through June 30, 2004              2.35 to 1.00
July 1, 2004 through June 30, 2005                 2.60 to 1.00
July 1, 2005 through June 30, 2006                 2.85 to 1.00
Thereafter                                         3.10 to 1.00
</TABLE>

         (c) the Fixed Charge Coverage Ratio for each period of 12 months that
ends on a Calculation Date that occurs in a period set out in the following
table must not be less than the amount set out in the following table opposite
that period:

<TABLE>
<CAPTION>
                Period                                Ratio
                ------                                -----
<S>                                                <C>
Closing Date through December 31, 2004             1.10 to 1.00
Thereafter                                         1.20 to 1.00
</TABLE>

<PAGE>

                                                                              17

         "Investment Account" shall have the meaning assigned to such term in
Section 5.10(a).

         "Lenders" shall mean (a) the persons listed in Schedule 2 (other than
any such person that has ceased to be a party hereto pursuant to an Assignment
and Acceptance) and (b) any person that has become a party hereto pursuant to an
Assignment and Acceptance.

         "Leverage Ratio" shall mean, for a period, the ratio of Net Total Debt
of the Group (excluding the principal amount of the outstanding NZ Holdings
Capital Notes Bridge Loans and the principal amount of all outstanding Capital
Securities) on the last day of that period to LTM EBITDA of the Group for that
period.

         "LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for
any Interest Period, the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of such Interest Period by reference to the British
Bankers' Association Interest Settlement Rates for deposits in U.S. dollars (as
set forth by any service selected by the Administrative Agent which has been
nominated by the British Bankers' Association as an authorized information
vendor for the purpose of displaying such rates) for a period equal to such
Interest Period; provided that, to the extent that an interest rate is not
ascertainable pursuant to the foregoing provisions of this definition the "LIBO
Rate" shall be the interest rate per annum determined by the Administrative
Agent to be the average of the rates per annum at which deposits in U.S. dollars
are offered for such Interest Period to major banks in the London interbank
market in London, England by the Administrative Agent at approximately 11:00
a.m. (London time) on the date that is two Business Days prior to the beginning
of such Interest Period; provided further that, if the LIBO Rate determined as
provided above with respect to any Borrowing for any Interest Period would be
less than 2.50% per annum, then the "LIBO Rate" with respect to such Borrowing
for such Interest Period shall be deemed to be 2.50% per annum.

         "Liquidation" shall mean liquidation, winding up, merger,
deregistration, dissolution or amalgamation or other analogous procedure under
any relevant law applicable to corporate reorganization that results in the
affected entity ceasing to exist.

         "Loans" shall mean the Loans made by the Lenders to the Borrower
pursuant to this Agreement. Each Loan shall be a Eurodollar Loan or an ABR Loan.
Unless the context shall otherwise require, the term "Loans" shall include any
Incremental Loans.

         "LTM EBITDA" shall mean, for a period, the aggregate of EBITDA for that
period plus Acquisition-Related Cost Savings for that period.

         "Majority-Owned Subsidiary" shall mean a Subsidiary that is not a
Wholly-Owned Subsidiary.

         "Material Adverse Effect" shall mean a material adverse effect in the
reasonable opinion of the Required Lenders on (a) the business, property or
financial condition of the Group (taken as a whole) or (b) the ability of any
Group Member to perform any of its obligations under the Transaction Documents.

         "Maturity Date" shall mean the sixth anniversary of the Closing Date
or, if an Early Maturity Date Event occurs, the Early Maturity Date.

<PAGE>

                                                                              18

         "Net Cash Proceeds" shall mean, with respect to any debt issuance or
Equity Issuance, the cash proceeds thereof, net of underwriting commissions or
placement fees and any other fees and expenses directly incurred in connection
therewith.

         "Net Disposal Proceeds" shall mean the aggregate of the proceeds
received by a Group Member from any person as part of, or in connection with,
the disposal of property of a Group Member, including (without double counting)
any amount by which any of those proceeds are used to reduce or discharge any
loan made by a Group Member to another Group Member less (a) direct costs
relating to the relevant disposal (including filing and registration fees,
investment banking fees, brokers fees, sales commissions or severance payments,
adjustments to pension, insurance, superannuation or similar arrangements (in
each case properly incurred on an arm's-length basis) and properly incurred
legal, accounting and other professional advisers' fees), (b) taxes paid or
reasonably estimated to be payable as a result thereof (after taking into
account any available tax credits or deductions relating to the disposal in
question) and (c) any amount required to repay or discharge any Financial
Indebtedness of the Group Member which is, or whose assets are, being disposed
of, where such repayment or discharge is not otherwise prohibited by the terms
of this Agreement.

         "Net Interest Expense" shall mean, for the Group for a period, Total
Interest Expense for the Group for that period less interest income of the Group
over that period, calculated on a consolidated basis in accordance with GAAP.
Solely for purposes of determining the Interest Coverage Ratio for the period of
12 months ending on the first and second Calculation Dates, the Net Interest
Expense for any such period shall be deemed to be (a) in respect of the period
ended on the first Calculation Date, the Net Interest Expense for the 6 months
ended on such date, multiplied by 2, and (b) in respect of the period ended on
the second Calculation Date, the Net Interest Expense for the 9 months ended on
such date, multiplied by 4/3.

         "Net Priority 1 Debt" shall mean, on any day, (a) the Priority 1 Debt
on that day less (b) the amount of cash held on that day by (i) Parent or (ii)
any other Group Member, to the extent that there is no legal, contractual or
other restriction on the ability of Parent to readily procure that the cash is
transferred to Parent or a Group Security Provider in such a way that the cash
would (if so transferred) be subject to a Security, other than cash held in an
Investment Account.

         "Net Senior Debt" shall mean, on any day, Net Total Debt less any
component of Net Total Debt the payment of which is subordinated to the
liabilities owed to the Lenders under the Transaction Documents (and the terms
of such subordination are no less favorable to the Lenders than those contained
in the New Subordinated Note Documents).

         "Net Total Debt" shall mean, on any day, the Total Debt on that day
less the sum of Consolidated Cash on that day, to the extent that there is no
legal, contractual or other restriction on the ability of Parent to readily
procure that the cash is transferred to Parent or a Group Security Provider in
such a way that the cash would (if so transferred) be subject to a Security.

         "New Security Document" shall mean each document listed in Schedule 4.

         "New Subordinated Note Documents" shall mean the indenture under which
New Subordinated Notes are issued and all other instruments, agreements and
other documents

<PAGE>

                                                                              19

evidencing or governing the New Subordinated Notes or providing for any
Guarantee or other right in respect thereof.

         "New Subordinated Notes" shall mean the 10.75% Senior Subordinated
Notes due 2011 issued by Burns Philp Capital and Burns Philp Capital (U.S.) Inc.

         "New Transaction Documents" shall mean (a) this Agreement, (b) the Deed
of Debenture Trust, (c) the U.S. Master Debenture, (d) each New Security
Document, (e) the Security Trustee Agreement, (f) the Intercreditor Agreement,
(g) any Incremental Loan Assumption Agreement, (h) the Pledge Agreement, (i) any
other document that Parent and the Administrative Agent agree in writing to be a
New Transaction Document for purposes of this Agreement and (j) any other
document that amends, supplements, replaces or novates any of the above.

         "New Zealand dollars" or "NZ$" shall mean the lawful money of New
Zealand.

         "NZDF" shall mean New Zealand Dairy Foods Holdings Limited (AK
1197309), a corporation organized under the laws of New Zealand.

         "NZDF Acquisition" shall mean the acquisition by Parent or a
Wholly-Owned Subsidiary of all the Equity Interests or all or substantially all
the assets of NZDF and its subsidiaries in accordance with Section 5.09(f).

         "NZDF Capital Notes" shall mean the NZDF Capital Notes Due 2007 and the
NZDF Capital Notes Due 2012.

         "NZDF Capital Notes Due 2007" shall mean the unsecured, subordinated
capital notes due 2007 issued by NZDF.

         "NZDF Capital Notes Due 2012" shall mean the unsecured, subordinated
capital notes due 2012 issued by NZDF.

         "NZ Capital Notes Trust Deed" shall mean the trust deed dated August
22, 2002, between NZDF and The New Zealand Guardian Trust Company Limited, as
trustee, and the schedules thereto.

         "NZ Holdings Capital Notes" shall mean (a) the unsecured, subordinated
capital notes due 2008 or 2011 to be issued by Burns Philp Finance New Zealand
Limited pursuant to the NZ Holdings Capital Notes Trust Deed or (b) any other
unsecured, subordinated capital notes to be issued by a Group Member so long as
(i) such capital notes require no payment of principal prior to December 15,
2008, (ii) the terms of such capital notes permit the suspension of cash
interests thereon on terms no less favorable to the Lenders than those contained
in the NZ Holdings Capital Notes Trust Deed and (iii) the subordination
provisions thereof are no less favorable to the Lenders than those contained in
the NZ Holdings Capital Notes Trust Deed.

         "NZ Holdings Capital Notes Bridge Facility" shall mean the
NZ$250,000,000 unsecured, subordinated bridge facility made pursuant to the NZ
Holdings Capital Notes Bridge Facility Agreement.

<PAGE>

                                                                              20

         "NZ Holdings Capital Notes Bridge Facility Agreement" shall mean the
subordinated bridge facility agreement dated January 16, 2003, among BPC1,
Parent and Credit Suisse First Boston (Melbourne Branch).

         "NZ Holdings Capital Notes Bridge Loans" shall mean the Financial
Indebtedness incurred by BPC1 under the NZ Holdings Capital Notes Bridge
Facility Agreement.

         "NZ Holdings Capital Notes Trust Deed" shall mean the trust deed
referred to in the summary terms and conditions (attached as Schedule 1 to the
NZ Holdings Capital Notes Underwriting Agreement).

         "NZ Holdings Capital Notes Underwriting Agreement" shall mean the
agreement dated December 12, 2002, among First NZ Capital Securities (as
underwriter, co-lead manager and organizing broker), Burns Philp Finance New
Zealand Limited, Parent, BPC1 and any other party that accedes to that agreement
as an underwriter or co-lead manager.

         "Obligation Currency" shall have the meaning assigned to such term in
Section 9.16.

         "Offer" shall mean the offer made by BPC1 pursuant to the Bid
Documents, to purchase all the ordinary shares of Goodman Fielder for A$1.85 per
share in cash, as the same may be amended, supplemented or otherwise modified
from time to time as permitted hereby.

         "Options Offer" shall mean any offer which may be made by BPC1 to
acquire or procure the cancellation of all share options in Goodman Fielder as
the same may be amended, supplemented or otherwise modified from time to time as
permitted hereby.

         "Other Loans" shall have the meaning assigned to such term in Section
2.22(a).

         "Other Taxes" shall mean any and all stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any
payment made under any New Transaction Document or from the execution, delivery
or enforcement of, or otherwise with respect to, any New Transaction Document.

         "Paid Up Amount" has the same meaning as in the Term A Facility
Agreement or the Revolving Facility Agreement.

         "Perfection Certificate" shall mean the Perfection Certificate of the
Borrower, substantially in the form of Exhibit D.

         "Permitted Acquisition" shall have the meaning assigned to such term in
Section 5.09(i).

         "Permitted Asset Disposal" shall have the meaning assigned to such term
in Section 5.07(d).

         "Permitted Encumbrance" shall mean (a) an Encumbrance (if any) created
under a Transaction Document, (b) an Existing Encumbrance, where the principal
amount secured does not increase, and the time for payment of that amount is not
extended, beyond the amount and time identified in Schedule 5, (c) a lien that
arises by operation of law in the ordinary course of the ordinary business of
the Group, where the amount secured is not

<PAGE>

                                                                              21

overdue or is being diligently contested in good faith, (d) a setoff arrangement
entered into as part of normal banking arrangements or in the ordinary course of
day-to-day trading or arising by operation of law, (e) an intra-Group
cross-guarantee arrangement entered into in order to obtain class order relief
from the Australian Securities and Investments Commission, (f) a title retention
arrangement entered into with a supplier in the ordinary course of ordinary
business, (g) a deferred payment obligation for any property or service entered
into in the ordinary course of ordinary business, where the payment obligation
is deferred for not more than 180 days and the deferral of the payment
obligation is structured to achieve the same or a similar commercial effect to
financial accommodation by way of money borrowed or raised, (h) an Encumbrance
given by a Group Member in favor of (i) Parent, (ii) a Wholly-Owned Subsidiary
or (iii) a Majority-Owned Subsidiary in which Parent has an effective
proportionate ownership interest that is at least as great as its effective
proportionate ownership interest in the Group Member that gives the Encumbrance,
(i) an Encumbrance that is permitted under Section 6.01, (j) any Encumbrance on
GF Program Receivables granted in accordance with the GF Receivables Program and
(k) any other Encumbrance that the Administrative Agent (acting on the
instructions of the Required Lenders) approves before it arises, where the
principal amount secured does not increase and the time for payment of that
amount is not extended beyond the amount and time approved.

         "Permitted Group Asset Disposal" shall have the meaning assigned to
such term in Section 5.08(c).

         "Permitted Investments" shall mean:

                  (a) (i) direct obligations of the United States, Australia,
         New Zealand, or any member state of the European Union, (ii) direct
         obligations of any other state or country in which any Subsidiary has
         operations or (iii) direct obligations of any Government Agency of any
         of the foregoing or obligations guaranteed by any of the foregoing or
         any Government Agency thereof;

                  (b) investments in demand and time deposit accounts,
         certificates of deposit and money market deposits maturing within one
         year of the date of acquisition thereof and overnight bank deposits, in
         each case with or issued by a bank or trust company which is organized
         under the laws of the United States, any state thereof or any foreign
         country recognized by the United States, which bank or trust company,
         if organized under the laws of Australia, shall be authorized to carry
         on banking business under the Banking Act of 1959 of Australia, and
         which bank or trust company has capital, surplus and undivided profits
         aggregating in excess of US$50,000,000 (or the equivalent thereof) and
         whose outstanding debt (or that of its parent) is rated "A" (or such
         similar equivalent rating) or higher by at least one nationally
         recognized statistical rating organization (as defined in Rule 436
         under the U.S. Securities Act of 1933) or any money-market fund
         sponsored by a registered broker dealer or mutual fund distributor;

                  (c) repurchase obligations with a term of not more than 30
         days for underlying securities of the types described in clause (a)
         above entered into with a bank meeting the qualifications described in
         clause (b) above;

                  (d) investments in commercial paper, maturing not more than
         270 days after the date of acquisition, issued by a corporation (other
         than an Affiliate of Parent) organized and in existence under the laws
         of the United States or any foreign country

<PAGE>

                                                                              22

         recognized by the United States with a rating at the time as of which
         any investment therein is made of "A-1" (or higher) according to
         Standard and Poor's Ratings Service or "P-1" (or higher) according to
         Moody's Investors Service, Inc.; and

                  (e) investments in securities with maturities of 270 days or
         less from the date of acquisition issued or fully guaranteed by any
         state, commonwealth or territory of the United States or Australia, or
         by any political subdivision or taxing authority thereof, and rated at
         least "A-2" by Standard & Poor's Ratings Service or "P-2" by Moody's
         Investors Service, Inc.

         "Permitted Subordinated Debt" shall have the meaning assigned to such
term in Section 6.01(a)(xiv).

         "person" shall mean any natural person, corporation, business trust,
joint venture, association, company, limited liability company, partnership,
Government Agency or other entity.

         "Pledge Agreement" shall mean the pledge agreement to be entered into
by the Borrower and the Administrative Agent substantially in the form of
Exhibit E.

         "Prepayment Leverage Ratio" shall mean, for a period, the ratio of
Total Debt of the Group (excluding the principal amount of the outstanding NZ
Holdings Capital Notes Bridge Loans and the principal amount of all outstanding
Capital Securities) on the last day of that period to LTM EBITDA of the Group
for that period.

         "Prime Rate" shall mean the rate of interest per annum determined from
time to time by Credit Suisse First Boston as its prime rate in effect at its
principal office in New York City and notified to the Borrower.

         "Priority 1 Debt" has the same meaning as Priority 1 Debenture
Stockholders' Debt in the Security Trust Deed.

         "Pro Forma LTM EBITDA" shall mean LTM EBITDA for the Group for the
latest 12-month period occurring prior to the Closing Date for which Financial
Statements of Parent have been made available to the Administrative Agent,
adjusted to give effect to the Acquisition as if it had occurred at the
beginning of such period; provided that (a) in determining LTM EBITDA, the
latest 12-month performance of Goodman Fielder shall be based on the period
covered by the most recent publicly available Financial Statements of Goodman
Fielder (even if such period is a different 12-month period than covered by the
most recent Financial Statements of Parent) and (b) all pro forma adjustments
(other than the Acquisition-Related Cost Savings) shall have been certified by a
Financial Officer of Parent as having been prepared in good faith and based on
reasonable assumptions.

         "Quarter Date" shall mean each March 31, June 30, September 30 and
December 31.

         "Quarter Period" shall mean a period from a Quarter Date, and ending on
the next Quarter Date.

         "Register" shall have the meaning assigned to such term in Section
9.04(d).

<PAGE>

                                                                              23

         "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Related Fund" shall mean, with respect to any Lender that is a fund
that invests in bank loans, any other fund that invests in bank loans and is
advised or managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

         "Related Parties" shall mean, with respect to any specified person,
such person's Affiliates and the respective directors, officers, employees,
agents and advisors of such person and such person's Affiliates.

         "Repayment Amount" shall mean an amount that has become a Repayment
Amount under Section 5.07(b), pending application under Section 5.11.

         "Repayment Date" shall have the meaning assigned to such term in
Section 2.11(a). Unless the context shall otherwise require, the term "Repayment
Date" shall include any Incremental Loan Repayment Date.

         "Responsible Officer" of any person shall mean any executive officer or
Financial Officer of such person and any other officer or similar official
thereof responsible for the administration of the obligations of such person in
respect of this Agreement.

         "Required Lenders" shall mean, at any time, Lenders having Commitments
(or, if the Commitments have terminated, Loans) representing more than 50% of
the Total Commitment (or if the Commitments have terminated, the aggregate
amount of Loans outstanding) at such time.

         "Restricted Payment" shall have the meaning assigned to such term in
Section 6.04.

         "Restructuring Costs" shall mean, in respect of any period,
non-recurring costs and expenses incurred by the Group during that period in
relation to restructuring (including, for the avoidance of doubt, all costs and
expenses relating to redundancy, closure and make- good costs, asset relocation
costs not capable of capitalization, consultant fees and asset write-downs),
provided that such costs shall have been verified by a firm of chartered
accountants acceptable to the Administrative Agent (acting reasonably) (and a
copy of that review has been delivered to the Administrative Agent).

         "Revolving Credit Facility" shall mean the A$100,000,000 revolving
credit facility to be made available to Parent and certain other Group Parties
under the Revolving Facility Agreement.

         "Revolving Facility Agreement" shall mean the Revolving Facility
Agreement dated January 16, 2003, among Parent, each borrower party thereto,
Credit Suisse First Boston (Melbourne Branch) and certain subscribers party
thereto.

         "Security" shall mean each Encumbrance, Guarantee or undertaking that
the Security Trustee holds, or that is to be granted to the Security Trustee, in
its capacity as trustee of the Security Trust and any other trust for the
benefit of, among others, the Lenders, other than

<PAGE>

                                                                              24

an Encumbrance, Guarantee or undertaking that has been released with the consent
of the Administrative Agent.

         "Security Document" shall mean the Security Trust Deed, each Security
and each other "Transaction Document" as defined in the Security Trust Deed.

         "Security Interest" shall mean an Encumbrance that secures the payment
of money or the performance of an obligation, or any other interest or
arrangement of any kind that gives a creditor priority over other creditors in
relation to any property.

         "Security Trust" shall mean the trust established under the Security
Trust Deed.

         "Security Trust Deed" shall mean the Security Trust Deed dated July 28,
1998, between Parent and Chase Securities Australia Limited.

         "Security Trustee" shall mean the "Trustee" from time to time under the
Security Trust Deed, including any co-trustee or separate trustee appointed
under clause 3.19 of that document.

         "Security Trustee Agreement" shall mean the Security Trustee Agreement
to be entered into among Parent, the Administrative Agent, the party named as
security trustee in that document and the other parties thereto.

         "Senior Funding Agreement" shall mean the TLA Senior Funding Agreement
dated January 16, 2003, among Parent, each borrower party thereto, Credit Suisse
First Boston (Melbourne Branch) and the subscriber parties thereto.

         "Senior Interest Coverage Ratio" shall mean, for a period, the ratio of
EBITDA for the Group for the period to Senior Net Interest Expense for the Group
for the period.

         "Senior Leverage Ratio" shall mean, for a period, the ratio of Net
Senior Debt of the Group on the last day of that period to EBITDA of the Group
for that period.

         "Senior Net Interest Expense" shall mean, for the Group for a period,
the Total Interest Expense (less the gross amount of all interest and financing
costs incurred by the Group over that period, calculated on a consolidated basis
in accordance with GAAP, after taking into account all realized losses and
profits on foreign currency borrowings and financing transactions (other than
amounts transferred to foreign currency translation reserves) in respect of
Financial Indebtedness other than the Financial Indebtedness incurred under the
Term A Facility Agreement, the Revolving Facility Agreement, the TLB Tranche 2
Credit Agreement, this Agreement and any Treasury Transactions entered into to
manage interest costs under those agreements) for the Group for that period less
interest income of the Group over that period, calculated on a consolidated
basis in accordance with GAAP.

         "SPC" shall have the meaning assigned to such term in Section 9.04(i).

         "Spot Rate" shall mean, on any day, the rate determined by the
Administrative Agent, in accordance with its usual practice and in the interbank
market selected by it, to be the rate

<PAGE>

                                                                              25

at which it is able to purchase one currency by payment in another currency
(whether directly or through one or more intermediate currencies) at or about
11:00 a.m. (local time in the place of that market) (a) in the case of Euro, two
TARGET Business Days before that day, and (b) in the case of any other currency,
two Banking Days (in the place of that market) before that day, for delivery on
that day.

         "Statutory Reserves" shall mean a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority, domestic or foreign,
to which the Administrative Agent or any Lender (including any branch,
Affiliate, or other fronting office making or holding a Loan) is subject for
Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurodollar
Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in
Regulation D of the Board) and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D. Statutory
Reserves shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.

         "Subordinated Note Documents" shall mean the indenture dated as of June
21, 2002, among Burns Philp Capital, Parent, the subsidiary guarantors (as
defined therein) from time to time and The Bank of New York, and all other
instruments, agreements and other documents evidencing or governing the
Subordinated Notes or providing for any Guarantee or other right in respect
thereof.

         "Subordinated Notes" shall mean the 9.75% Senior Subordinated Notes due
July 15, 2012 issued by Burns Philp Capital.

         "Subsidiary" shall mean (a) a corporation, partnership, joint venture,
trust or other entity of or which (or in which) (i) (in the case of a
corporation) (A) more than 50% of the issued and outstanding voting share
capital, (B) more than 50% of the issued and outstanding share capital
(excluding any part of that issued share capital that carries no right to
participate beyond a specified amount in a distribution of either profits or
capital) or (C) the power to appoint or control the appointment of more than 50%
of the board of directors (irrespective of whether, at the time, share capital
of any other class or classes of such corporation has or might have voting power
upon the occurrence of any contingency), (ii) (in the case of a partnership or
joint venture not being a corporation) more than 50% of the interest in the
capital or profits of such partnership or joint venture or (iii) (in the case of
a trust or estate) more than 50% of the beneficial interest in such trust or
estate, is at the time directly or indirectly owned or controlled by Parent, by
Parent and one or more other Subsidiaries or by one or more other Subsidiaries
or (b) any other entity that Parent or another Subsidiary "controls" for the
purposes of Section 50AA of the Corporations Act 2001 of Australia.

         "Subsidiary Limit" shall mean the aggregate of (a) A$80,000,000 and (b)
5% of EBITDA of the Group for the period of 12 months ending on the most recent
June 30 or December 31.

         "Supplemental Securities" shall mean (a) new security documents, on
substantially the same terms as the existing Security Documents, from each
Subsidiary incorporated in Germany and in any other jurisdiction where a new
security document is reasonably required

<PAGE>

                                                                              26

to ensure that the Facility is secured by the same assets and on substantially
the same terms as the Existing Senior Loan Agreement and (b) any acknowledgments
or confirmations reasonably required by the Administrative Agent from any of the
Subsidiaries to ensure that the Facility is secured by the same assets and on
substantially the same terms as the Existing Senior Loan Agreement.

         "Swap Counterparty" shall have the meaning assigned to such term in
Section 9.18(a).

         "TARGET Business Day" shall mean a day on which the TARGET System is
operating.

         "TARGET System" shall mean the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System or any successor system.

         "Taxes" shall mean any and all taxes, levies, imposts, duties, charges,
deductions or withholdings imposed by any Government Agency.

         "Term A Facility Agreement" shall mean the Term A Facility Agreement
dated January 16, 2003, among Parent, each borrower party thereto, Credit Suisse
First Boston (Melbourne Branch) and the subscriber parties thereto.

         "Term A Subscriber" shall mean each person who is (a) a Subscriber
(under and as defined in the Term A Facility Agreement) or (b) a Subscriber
(under and as defined in the Revolving Facility Agreement).

         "Term A Subscriber Affiliate" shall mean, in respect of a Term A
Subscriber, a related body corporate that it has nominated in accordance with
clause 1.4 of the Senior Funding Agreement.

         "Term Debenture" has the same meaning as in the Deed of Debenture
Trust.

         "Term Debt" shall mean, at any time, the sum of the outstanding (a)
Loans (including any Incremental Loans) hereunder, (b) TLB Tranche 2 Loans and
(c) Paid Up Amount of all Term Debentures under the Term A Facility Agreement.

         "TLB Tranche 2 Credit Agreement" shall mean the credit agreement dated
as of February 20, 2003, among Parent, the Borrower, the administrative agent
party thereto and the lenders party thereto.

         "TLB Tranche 2 Lender" shall mean each person who is a Lender under and
as defined in the TLB Tranche 2 Credit Agreement.

         "TLB Tranche 2 Loans" shall mean the loans made pursuant to the TLB
Tranche 2 Credit Agreement.

         "TLB Tranche 2 Pledge Agreement" shall mean the pledge agreement
entered into by the Borrower and the administrative agent party to the TLB
Tranche 2 Credit Agreement substantially in the form of Exhibit E to the TLB
Tranche 2 Credit Agreement.

<PAGE>

                                                                              27

         "Total Commitment" shall mean, at any time, the aggregate amount of the
Commitments, as in effect at such time. The initial Total Commitment is
US$270,000,000.

         "Total Debt" shall mean, on any date, the gross amount of all financing
liabilities of the Group on that date, calculated on a consolidated basis in
accordance with GAAP, including (a) the redemption amount of all debt
instruments, (b) the principal amount of all finance leases and hire purchase
agreements, (c) the redemption amount of all redeemable shares issued by a Group
Member and (d) all other liabilities that are required by GAAP to be treated as
financing liabilities, but excluding letters of credit, except to the extent of
any unreimbursed drawings thereunder.

         "Total Interest Expense" shall mean, for the Group for a period, the
gross amount of all interest and financing costs incurred by the Group over that
period, calculated on a consolidated basis in accordance with GAAP, after taking
into account all realized losses and profits on foreign currency borrowings and
financing transactions (other than amounts transferred to foreign currency
translation reserves), including (a) the amount of all discounts and similar
allowances on the issue or disposal of debt instruments, (b) all finance charges
under finance leases and hire purchase agreements, (c) the amount of all
dividends paid or payable on redeemable shares issued by any Group Member and
(d) all other expenses and amounts that are required by GAAP to be treated as an
interest or financing cost other than amortization of loan establishment costs,
but excluding interest and financing costs on money borrowed or raised to
acquire, develop or improve fixed assets, to the extent that they have been
capitalized in the accounts of the Group and excluding (i) interest and
financing costs on the redeemed US$100,000,000 aggregate amount of 5 1/2%
Guaranteed Subordinated Convertible Bonds issued by Burns Philp Treasury
(Europe) BV and the redeemed US$100,000,000 aggregate amount of Conversion Bonds
issued by Parent, (ii) the make- whole premium on existing financial
accommodation of Goodman Fielder or any amounts paid by any other Group Member
in respect of such amount, (iii) any realized costs of closing out a Treasury
Transaction that is incurred in connection with the refinancing of the Existing
Senior Loan Agreements or any acquisition of a Subsidiary or business after the
date of this Agreement, (iv) any dividends paid over the period on the
Converting Preference Shares (up to conversion) and (v) any noncash items
included in interest in the most recent Financial Statements of the Group.

         "Total Senior Debt" shall mean, on any day, Total Debt less any
component of Total Debt the payment of which is subordinated to the liabilities
owed to the Lenders under the Transaction Documents on terms no less favorable
to the Lenders than those contained in the New Subordinated Note Documents.

         "Transaction Documents" shall mean (a) each New Transaction Document,
(b) each other Security Document, (c) any document or agreement that Parent and
the Administrative Agent agree in writing is to be a Transaction Document for
the purposes of this Agreement and (d) any document or agreement that amends,
supplements, replaces or novates any of the above.

         "Transactions" shall mean (a) refinancing the financial accommodation
that is governed by the Existing Senior Loan Agreements, (b) the Acquisition and
the financing therefor (including the execution and delivery of the New
Transaction Documents, the borrowing hereunder and the issue of the Term
Debentures), (c) refinancing any financial accommodation of Goodman Fielder or
its subsidiaries once it is a Wholly-Owned Subsidiary, (d) refinancing any
financial accommodation of Goodman Fielder or its

<PAGE>

                                                                              28

subsidiaries once Goodman Fielder is a Subsidiary but before Goodman Fielder
becomes a Wholly-Owned Subsidiary, to the extent such financial accommodation
must be refinanced to ensure that the obligor is not in default of its
obligations under the document governing that financial accommodation or the
maturity date for that financial accommodation has occurred, (e) the borrowing
under the NZ Holdings Capital Notes Bridge Facility, (f) the borrowing under the
Bridge Facilities, (g) the issuance of the NZ Holdings Capital Notes and the New
Subordinated Notes and (h) the payment of any transaction costs relating to the
Acquisition, all debt, asset sales and related transaction costs.

         "Treasury Transaction" shall mean any foreign exchange agreement,
currency or interest purchase, interest rate swap, cap or collar agreement,
currency swap agreement, currency and interest rate future or option contract
and other similar agreement (whether entered into before, on or after the date
of this Agreement).

         "Type", when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined. For purposes hereof, the term "Rate" shall include
the Adjusted LIBO Rate and the Alternate Base Rate.

         "United States" shall mean the United States of America (including the
District of Columbia), its territories, possessions and other areas subject to
the jurisdiction of the United States of America.

         "U.S. dollars" or "US$" shall mean lawful money of the United States.

         "U.S. Insolvency Event" shall mean any event described in paragraph (s)
or (t) of Article VII.

         "U.S. Master Debenture" shall have the meaning assigned to such term in
the Deed of Debenture Trust.

         "US Obligor" shall mean a Group Party that is incorporated or organized
under the laws of the United States or a State thereof.

         "Wholly-Owned Subsidiary" shall mean a company the entire issued share
capital of which (other than directors' qualifying shares) is beneficially owned
by Parent (either directly or indirectly through other Wholly-Owned
Subsidiaries).

         SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. Unless the context requires otherwise, (a)
any definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein) and (b) any reference herein to any person shall be construed
to include such person's successors and assigns. The words "include", "includes"
and "including" shall be deemed to be followed by the phrase "without
limitation". The word "will" shall be construed to have the same meaning and
effect as the word "shall", and the words "asset" and "property" shall be
construed as having the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash,

<PAGE>

                                                                              29

securities, accounts and contract rights. All references herein to Articles,
Sections, Exhibits and Schedules shall be deemed references to Articles and
Sections of, and Exhibits and Schedules to, this Agreement unless the context
shall otherwise require. Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with
GAAP, as in effect from time to time; provided, however, that if Parent or the
Borrower notifies the Administrative Agent that Parent and the Borrower wish to
amend any covenant in Article VI or any related definition or other financial
term used herein to eliminate the effect of any change in GAAP occurring after
the date of this Agreement on the operation of such covenant (or if the
Administrative Agent notifies Parent or the Borrower that the Required Lenders
wish to amend Article VI or any related definition or other financial term used
herein for such purpose), then Parent and the Borrower's compliance with such
covenant shall be determined on the basis of GAAP in effect immediately before
the relevant change in GAAP became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to Parent and the
Borrower and the Required Lenders.

                                   ARTICLE II

                                   The Credits

         SECTION 2.01. Commitments. (a) Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make a Loan to the Borrower on the Closing
Date, in an aggregate principal amount not to exceed such Lender's Commitment.
Amounts repaid or prepaid in respect of the Loans may not be reborrowed.

         (b) Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, each Lender agrees, severally
and not jointly, if such Lender has so committed pursuant to Section 2.22, to
make Incremental Loans to the Borrower, in an aggregate principal amount not to
exceed its Incremental Commitment and otherwise on the terms and subject to the
conditions set forth in any Incremental Loan Assumption Agreement to which such
Lender may become a party. Amounts paid or prepaid in respect of Incremental
Loans may bot be reborrowed.

         SECTION 2.02. Loans. (a) Each Loan shall be made as part of a Borrowing
consisting of Loans made by the Lenders ratably in accordance with their
respective Commitments (or Incremental Commitments, as applicable); provided,
however, that the failure of any Lender to make any Loan shall not in itself
relieve any other Lender of its obligation to lend hereunder (it being
understood, however, that no Lender shall be responsible for the failure of any
other Lender to make any Loan required to be made by such other Lender);
provided further that unless and until a Lender assigns a Loan to an Affiliate
in accordance with Section 9.04, such Lender shall be deemed to have made such
Loan for all purposes hereof (and the Borrower shall not have increased
obligations hereunder as a result of such Affiliate funding such Loan).

         (b) Subject to Sections 2.08 and 2.15, each Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan
by causing any domestic or foreign branch or Affiliate of such Lender to make
such Loan; provided that any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with

<PAGE>

                                                                              30

the terms of this Agreement. Borrowings of more than one Type may be outstanding
at the same time; provided, however, that the Borrower shall not be entitled to
request any Borrowing that, if made, would result in more than six Eurodollar
Borrowings outstanding hereunder at any time. For purposes of the foregoing,
Borrowings having different Interest Periods, regardless of whether they
commence on the same date, shall be considered separate Borrowings.

         (c) Each Lender shall make each Loan to be made by it hereunder on the
Closing Date by wire transfer of immediately available funds to such account in
New York City as the Administrative Agent may designate not later than 11:00
a.m., New York City time, and the Administrative Agent shall promptly credit the
amounts so received to an account in the name of the Borrower and designated by
the Borrower in the Borrowing Request or, if a Borrowing shall not occur on such
date because any condition precedent herein specified shall not have been met,
return the amounts so received to the respective Lenders.

         (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of the Borrowing hereunder that such Lender will not
make available to the Administrative Agent such Lender's portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing, and
(ii) in the case of such Lender, a rate determined by the Administrative Agent
to represent its cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error). If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

         SECTION 2.03. Borrowing Procedure. In order to request the Borrowing to
be made on the Closing Date, the Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the
proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than
11:00 a.m., New York City time, one Business Day before the proposed Borrowing.
The Borrowing Request shall be irrevocable, shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
substantially in the form of Exhibit C or such other form as shall be acceptable
to the Administrative Agent and shall specify the following information: (i)
whether the Borrowing then being requested is to be a Eurodollar Borrowing or an
ABR Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) the number and location of the account to which funds are to be disbursed
(which shall be an account that complies with the requirements of Section
2.02(c)), (iv) the amount of such Borrowing and (v) if such Borrowing is to be a
Eurodollar Borrowing, the Interest Period with respect thereto; provided,
however, that, notwithstanding any contrary specification in the Borrowing
Request, each requested Borrowing shall comply with the requirements set forth
in Section 2.02. If no election as to the Type of Borrowing is specified in any
such notice,

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                                                                              31

then the requested Borrowing shall be an ABR Borrowing. If no Interest Period
with respect to any Eurodollar Borrowing is specified in any such notice, then
the Borrower shall be deemed to have selected an Interest Period of one month's
duration. The Administrative Agent shall promptly advise the Lenders of any
notice given pursuant to this Section 2.03 (and the contents thereof), and of
each Lender's portion of the requested Borrowing.

         SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the principal amount of each Loan of such Lender as
provided in Section 2.11.

         (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

         (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower and each Lender's share thereof.

         (d) The entries made in the accounts maintained pursuant to paragraphs
(b) and (c) above shall be prima facie evidence of the existence and amounts of
the obligations therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of the Borrower to repay
the Loans in accordance with their terms.

         (e) Any Lender may request that Loans made by it hereunder be evidenced
by a promissory note. In such event, the Borrower shall execute and deliver to
such Lender a promissory note payable to such Lender and its registered assigns
and in a form and substance reasonably acceptable to the Administrative Agent
and the Borrower. Notwithstanding any other provision of this Agreement, in the
event any Lender shall request and receive such a promissory note, the interests
represented by such note shall at all times (including after any assignment of
all or part of such interests pursuant to Section 9.04) be represented by one or
more promissory notes payable to the payee named therein or its registered
assigns.

         SECTION 2.05. Fees. (a) The Borrower agrees to pay to the
Administrative Agent, for its own account, the administrative fees separately
agreed to in writing from time to time by the Borrower and the Administrative
Agent (the "Administrative Agent Fees").

         (b) The Borrower agrees to pay to each Lender, through the
Administrative Agent, on the last Business Day of each month and on the date on
which the Commitment of such Lender shall expire or be terminated as provided
herein, a commitment fee (the "Commitment Fees") equal to the per annum
percentage set forth below on the amount of the Commitment (other than any
Incremental Commitment) of such Lender during the preceding month (or shorter
period commencing with the date of this Agreement or ending with the date on
which the Commitment of such Lender shall expire or be terminated). All
Commitment Fees shall be calculated on the basis of the actual number of days
elapsed (including the first day but excluding the last day) in a year of 360
days. The Commitment

<PAGE>

                                                                              32

Fees due to each Lender shall commence to accrue on the date of this Agreement
and shall cease to accrue on the date on which the Commitment of such Lender
shall expire or be terminated as provided herein; provided, however, that, if
the date of this Agreement shall be the Closing Date, then no such Commitment
Fees shall be payable. The Commitment Fees payable during the period commencing
and including the date of this Agreement and ending on and including March 31,
2003 shall equal 0.50% per annum. The Commitment Fees payable during the period
commencing and including April 1, 2003 and ending on and excluding the date on
which the Commitments are terminated shall equal 4.50% per annum.

         (c) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders. Once paid, none of the Fees shall be refundable under any
circumstances. All fees hereunder shall be payable in U.S. dollars.

         SECTION 2.06. Interest on Loans. (a) Subject to the provisions of
Section 2.07, the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be, when the Alternate Base Rate is determined by
reference to the Prime Rate and over a year of 360 days at all other times) at a
rate per annum equal to the Alternate Base Rate plus the Applicable Percentage.

         (b) Subject to the provisions of Section 2.07, the Loans comprising
each Eurodollar Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Percentage.

         (c) Interest on each Loan shall be payable on the Interest Payment
Dates applicable to such Loan except as otherwise provided in this Agreement.
The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest
Period or day within an Interest Period, as the case may be, shall be determined
by the Administrative Agent, and such determination shall be conclusive absent
manifest error.

         SECTION 2.07. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or of any other amount
becoming due hereunder, by acceleration or otherwise, the Borrower shall on
demand from time to time pay interest, to the extent permitted by law, on such
defaulted amount to but excluding the date of actual payment (after as well as
before judgment), (a) in the case of overdue principal, at the rate otherwise
applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum, and (b)
in all other cases, at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 365 or 366 days, as the case may be, when
determined by reference to the Prime Rate and over a year of 360 days at all
other times) equal to the rate that would be applicable to an ABR Loan plus
2.00%.

         SECTION 2.08. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, or
the Administrative Agent shall have been informed by the Required Lenders that
the rates at which such dollar deposits are being offered will not adequately
and fairly reflect the cost to the Required Lenders of making or maintaining
their or its

<PAGE>

                                                                              33

Eurodollar Loan during such Interest Period, the Administrative Agent shall, as
soon as practicable thereafter, give written or telecopy notice of such
determination to the Borrower and the Lenders. In the event of any such
determination, until the Administrative Agent shall have advised the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any request by the Borrower for a Eurodollar Borrowing pursuant to
Section 2.03 shall be deemed to be a request for an ABR Borrowing and (ii) any
request by the Borrower to convert an ABR Borrowing to a Eurodollar Borrowing
pursuant to Section 2.10 shall be of no force and effect and shall be denied by
the Administrative Agent. Each determination by the Administrative Agent under
this Section 2.08 shall be conclusive absent manifest error.

         SECTION 2.09. Termination and Reduction of Commitments. (a) The
Commitments (other than any Incremental Commitments) shall automatically
terminate after the making of the Loans on the Closing Date; provided, however,
that the Commitments (other than any Incremental Commitments) shall terminate at
5:00 p.m. New York City time, on June 30, 2003, if the Closing Date shall not
have occurred by such time. Any Incremental Commitment shall terminate as
provided in the applicable Incremental Loan Assumption Agreement.

         (b) Upon at least three Business Days' prior irrevocable written or
telecopy notice (or telephone notice promptly confirmed by written or telecopy
notice) to the Administrative Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the
Commitments; provided, however, that each partial reduction of the Commitments
shall be in an integral multiple of US$1,000,000 and in a minimum amount of
US$10,000,000.

         (c) Each reduction in the Commitments hereunder shall be made ratably
among the Lenders in accordance with their respective Commitments.

         SECTION 2.10. Conversion and Continuation of Borrowings. The Borrower
shall have the right at any time upon prior irrevocable written or telecopy
notice (or telephone notice promptly confirmed by written or telecopy notice) to
the Administrative Agent (a) not later than 11:00 a.m., New York City time, one
Business Day prior to conversion, to convert any Eurodollar Borrowing into an
ABR Borrowing, (b) not later than 11:00 a.m., New York City time, three Business
Days prior to conversion or continuation, to convert any ABR Borrowing into a
Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar
Borrowing for an additional Interest Period, and (c) not later than 11:00 a.m.,
New York City time, three Business Days prior to conversion, to convert the
Interest Period with respect to any Eurodollar Borrowing to another permissible
Interest Period, subject in each case to the following:

                  (i) each conversion or continuation shall be made pro rata
         among the Lenders in accordance with the respective principal amounts
         of the Loans comprising the converted or continued Borrowing;

                   (ii) if less than all the outstanding principal amount of any
         Borrowing shall be converted or continued, then each resulting
         Borrowing shall satisfy the limitations specified in Sections 2.02(a)
         and 2.02(b) regarding the principal amount and maximum number of
         Borrowings of the relevant Type;

<PAGE>

                                                                              34

                  (iii) each conversion shall be effected by each Lender and the
         Administrative Agent by recording for the account of such Lender the
         new Loan of such Lender resulting from such conversion and reducing the
         Loan (or portion thereof) of such Lender being converted by an
         equivalent principal amount; accrued interest on any Eurodollar Loan
         (or portion thereof) being converted shall be paid by the Borrower at
         the time of conversion;

                  (iv) if any Eurodollar Borrowing is converted at a time other
         than the end of the Interest Period applicable thereto, the Borrower
         shall pay, within 10 Business Days after demand, any amounts due to the
         Lenders pursuant to Section 2.16;

                  (v) any portion of a Borrowing maturing or required to be
         repaid in less than one month may not be converted into or continued as
         a Eurodollar Borrowing;

                  (vi) any portion of a Eurodollar Borrowing that cannot be
         converted into or continued as a Eurodollar Borrowing by reason of the
         immediately preceding clause shall be automatically converted at the
         end of the Interest Period in effect for such Borrowing into an ABR
         Borrowing;

                  (vii) no Interest Period may be selected for any Eurodollar
         Borrowing that would end later than a Repayment Date occurring on or
         after the first day of such Interest Period if, after giving effect to
         such selection, the aggregate outstanding amount of (A) the Eurodollar
         Borrowings with Interest Periods ending on or prior to such Repayment
         Date and (B) the ABR Borrowings would not be at least equal to the
         principal amount of Borrowings to be paid on such Repayment Date; and

                  (viii) upon notice to the Borrower from the Administrative
         Agent given at the request of the Required Lenders, after the
         occurrence and during the continuance of an Event of Default or
         Default, no outstanding Loan may be converted into, or continued as, a
         Eurodollar Loan and, unless repaid, each Eurodollar Borrowing shall be
         converted into an ABR Borrowing at the end of the Interest Period
         applicable thereto.

         Each notice pursuant to this Section 2.10 shall be irrevocable and
shall refer to this Agreement and specify (A) the identity and amount of the
Borrowing that the Borrower requests be converted or continued, (B) whether such
Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR
Borrowing, (C) if such notice requests a conversion, the date of such conversion
(which shall be a Business Day) and (D) if such Borrowing is to be converted to
or continued as a Eurodollar Borrowing, the Interest Period with respect
thereto. If no Interest Period is specified in any such notice with respect to
any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall
be deemed to have selected an Interest Period of one month's duration. The
Administrative Agent shall advise the Lenders of any notice given pursuant to
this Section 2.10 and of each Lender's portion of any converted or continued
Borrowing. If the Borrower shall not have given notice in accordance with this
Section 2.10 to continue any Eurodollar Borrowing into a subsequent Interest
Period (and shall not otherwise have given notice in accordance with this
Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the
Interest Period applicable thereto (unless repaid pursuant to the terms hereof),
automatically be converted into an ABR Borrowing.

<PAGE>

                                                                              35

         SECTION 2.11. Repayment of Borrowings. (a) The Borrower shall pay to
the Administrative Agent, for the account of the Lenders, on (i) the last
Business Day of each March, June, September and December occurring prior to the
Maturity Date, commencing on the first such date to occur after the Closing
Date, a principal amount of the Loans (as adjusted from time to time pursuant to
Sections 2.11(b), 2.12 and 2.13(g)) equal to 0.25% of the aggregate principal
amount of the Loans made on the Closing Date, and (ii) the Maturity Date, the
remaining outstanding principal amount of the Loans, together in each case with
accrued and unpaid interest on the principal amount to be paid to but excluding
the date of such payment (each date on which principal of the Loans is required
to be repaid under this Section 2.11(a) being referred to herein as a "Repayment
Date").

         (b) In the event and on each occasion that any Commitments shall be
reduced or shall expire or terminate other than as a result of the making of a
Loan, the installments payable on each Repayment Date shall be reduced pro rata
by an aggregate amount equal to the amount of such reduction, expiration or
termination.

         (c) To the extent not previously paid, all Loans shall be due and
payable on the Maturity Date, together with accrued and unpaid interest on the
principal amount to be paid to but excluding the date of payment.

         (d) The Borrower shall pay to the Administrative Agent, for the account
of the Lenders, on each Incremental Loan Repayment Date, a principal amount of
the Other Loans (as adjusted from time to time pursuant to Sections 2.12(c) and
2.13(g)) equal to the amount set forth in the applicable Incremental Loan
Assumption Agreement, together in each case with accrued and unpaid interest on
the principal amount to be paid to, but excluding, the date of such payment.

         (e) All repayments pursuant to this Section 2.11 shall be subject to
Section 2.16, but shall otherwise be without premium or penalty.

         SECTION 2.12. Optional Prepayments. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing, in whole or in
part, upon at least three Business Days' prior written or telecopy notice (or
telephone notice promptly confirmed by written or telecopy notice) in the case
of Eurodollar Loans, or at least one Business Day's prior written or telecopy
notice (or telephone notice promptly confirmed by written or telecopy notice) in
the case of ABR Loans, to the Administrative Agent before 11:00 a.m., New York
City time; provided, however, that (i) each partial prepayment shall be in
respect of a principal amount of the Loans that is an integral multiple of
US$1,000,000 and not less than US$5,000,000, (ii) in respect of each optional
prepayment of the Loans made on or prior to the first anniversary of the Closing
Date, the Borrower shall pay to the Lenders a premium at the time of such
prepayment in an amount equal to 2% of the aggregate principal amount of the
Loans to be prepaid and (iii) in respect of each optional prepayment made after
the first anniversary of the Closing Date but on or prior to the second
anniversary of the Closing Date, the Borrower shall pay to the Lenders a premium
at the time of such prepayment in an amount equal to 1% of the aggregate
principal amount of the Loans to be prepaid.

         (b) Optional prepayments of the Loans shall be applied pro rata against
the remaining scheduled installments of principal due in respect of the Loans
under Section 2.11.

<PAGE>

                                                                              36

         (c) Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid, shall be
irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
stated therein on the date stated therein. All prepayments under this Section
2.12 shall be subject to Section 2.16 but, except as provided in paragraph (a)
above, otherwise without premium or penalty. All prepayments under this Section
2.12 (other than prepayment of an ABR Loan that does not occur in connection
with, or as a result of, the prepayment in full of the Loans) shall be
accompanied by accrued and unpaid interest on the principal amount to be prepaid
to but excluding the date of payment.

         SECTION 2.13. Mandatory Prepayments. (a) Not later than the third
Business Day following the completion of any Permitted Asset Disposal (excluding
those under Section 5.07(c)), the Borrower shall prepay Term Debt in accordance
with Section 2.13(g) by an amount equal to 100% of the Net Disposal Proceeds
received with respect thereto; provided, however, that (i) the Net Disposal
Proceeds received with respect to any Permitted Asset Disposal that are
deposited into an Investment Account pursuant to Section 5.07(b) shall not be
required to be so applied and (ii) up to US$75,000,000 of the Gelatin Proceeds
shall not be required to be so applied.

         (b) In the event and on each occasion that an Equity Issuance occurs
(other than (i) one or more Equity Issuances the Net Cash Proceeds of which (A)
do not exceed US$100,000,000 in the aggregate and (B) are used to finance (1)
the Transactions on or prior to the consummation of the Transactions or (2) the
NZDF Acquisition prior to the first anniversary of the Closing Date and (ii) the
exercise of the August 2003 Options), the Borrower shall, substantially
simultaneously with (and in any event not later than the third Business Day next
following) the occurrence of such Equity Issuance, prepay Term Debt in
accordance with Section 2.13(g) by an amount equal to 50% of the Net Cash
Proceeds therefrom; provided, however, that (A) such amount shall be reduced to
25% if the Prepayment Leverage Ratio after giving effect to such Equity Issuance
and the use of the proceeds thereof is less than 3.25 to 1.00 but equal to or
greater than 3.00 to 1.00 and (B) no such Net Cash Proceeds shall be required to
be so applied if the Prepayment Leverage Ratio after giving effect to such
Equity Issuance is less than 3.00 to 1.00; provided further that the Borrower
may elect, by written notice to the Administrative Agent on or prior to the date
of the receipt thereof, to use such Net Cash Proceeds within 90 days of the
receipt thereof to finance Permitted Acquisitions, subject to Section 5.09(a)
(it being understood that any Net Cash Proceeds not so used within such 90-day
period shall be immediately applied thereafter pursuant to this paragraph).

         (c) In the event that any Group Member shall receive Net Cash Proceeds
from the issuance or other disposition of Financial Indebtedness for money
borrowed of any Group Member (other than Financial Indebtedness for money
borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially
simultaneously with (and in any event not later than the third Business Day next
following) the receipt of such Net Cash Proceeds by such Group Member, prepay
Term Debt in accordance with Section 2.13(g) by an amount equal to 100% of such
Net Cash Proceeds.

         (d) In the event that any Group Member shall receive Net Cash Proceeds
from the issuance or other disposition of Permitted Subordinated Debt, the
Borrower shall, substantially simultaneously with (and in any event not later
than the third Business Day next following) the receipt of such Net Cash
Proceeds by such Group Member, prepay Term Debt in accordance with Section
2.13(g) by an amount equal to 100% of such Net Cash

<PAGE>

                                                                              37

Proceeds; provided, however, that (i) such amount shall be reduced to 50% if the
Prepayment Leverage Ratio after giving effect to such issuance or other
disposition and the use of the proceeds thereof is less than 3.25 to 1.00 but
equal to or greater than 2.50 to 1.00 and (ii) no such Net Cash Proceeds shall
be required to be so applied if the Prepayment Leverage Ratio after giving
effect to such issuance or other disposition is less than 2.50 to 1.00.

         (e) No later than 60 days after the end of each calendar year,
commencing with the calendar year ending on December 31, 2003, the Borrower
shall prepay Term Debt in accordance with Section 2.13(g) in an aggregate
principal amount equal to (i) 100% of Free Cash Flow for the calendar year then
ended if the Senior Leverage Ratio at the end of such calendar year shall have
been equal to or greater than 3.01 to 1.00, (ii) 75% of Free Cash Flow for the
calendar year then ended if the Senior Leverage Ratio at the end of such
calendar year shall have been less than 3.01 to 1.00 but equal to or greater
than 2.76 to 1.00, (iii) 50% of Free Cash Flow for the calendar year then ended
if the Senior Leverage Ratio at the end of such calendar year shall have been
less than 2.76 to 1.00 but equal to or greater than 2.51 to 1.00 and (iv) 25% of
Free Cash Flow for the calendar year then ended if the Senior Leverage Ratio at
the end of such calendar year shall have been less than 2.51 to 1.00 but equal
to or greater than 2.01 to 1.00. No Free Cash Flow for a calendar year shall be
required to be so applied if the Senior Leverage Ratio at the end of such
calendar year shall have been less than 2.01 to 1.00.

         (f) In the event that any Group Member shall receive 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 A$10,000,000 (calculated,
to the extent that proceeds are received in currencies other than Australian
dollars, at the Spot Rate on the date of receipt), the Borrower shall,
substantially simultaneously with (and in any event not later than the third
Business Day next following) the receipt of such proceeds by such Group Member,
prepay Term Debt in accordance with Section 2.13(g) by an amount equal to 100%
of such proceeds, except to the extent that (i) a Group Member has already
applied funds from other sources or (ii) such proceeds are applied within 180
days (or if Parent can demonstrate to the reasonable satisfaction of the
Administrative Agent that the proceeds will be so applied within a longer
period, such longer period agreed to by the Administrative Agent) after receipt,
in each case towards reinstatement or replacement of the lost, damaged or
destroyed property, or to meet a liability in respect of which such proceeds
were received.

         (g) Mandatory prepayments of Term Debt pursuant to this Section 2.13
shall be allocated pro rata among the Loans (including the Incremental Loans),
the TLB Tranche 2 Loans and the Term Debentures (as determined by the facility
agent party to the Senior Funding Agreement) and, in respect of the portion of
such prepayment allocated to the Loans (including the Incremental Loans) and
subject to paragraph (i) below, shall be applied pro rata against the remaining
scheduled installments of principal due in respect of the Loans under Section
2.11 and the remaining installments of principal due in respect of the
Incremental Loans.

         (h) The Borrower shall deliver to the Administrative Agent, at the time
of each prepayment required under this Section 2.13, (i) a certificate signed by
a Financial Officer of the Borrower setting forth in reasonable detail the
calculation of the amount of such prepayment and (ii) to the extent practicable,
at least three days' prior written notice of such prepayment. Each notice of
prepayment shall specify the prepayment date and the principal amount of each
Loan (or portion thereof) to be prepaid. All prepayments of Borrowings

<PAGE>

                                                                              38

under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be
without premium or penalty.

         (i) So long as (i) any Term Debentures or TLB Tranche 2 Loans remain
outstanding and (ii) any mandatory prepayment required under this Section 2.13
would also be required to be used to prepay Term Debentures under clause 8.2 of
the Term A Facility Agreement or TLB Tranche 2 Loans under Section 2.13 of the
TLB Tranche 2 Credit Agreement, any Lender or, to the extent so provided in the
applicable Incremental Loan Assumption Agreement, any Incremental Lender, may
elect, by notice to the Administrative Agent in writing no later than 3:00 p.m.,
New York City time, at least two Business Days prior to any prepayment of Loans
or Incremental Loans required to be made by the Borrower for the account of such
Lender pursuant to this Section 2.13, to cause all or a portion of such
prepayment to be applied instead to prepay pro rata the Paid Up Amount of Term
Debentures in accordance with the terms of the Term A Facility Agreement and the
TLB Tranche 2 Loans in accordance with the terms of the TLB Tranche 2 Credit
Agreement.

         SECTION 2.14. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision of this Agreement but subject to Section
2.14(d), if any Change in Law shall impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets of, deposits with
or for the account of or credit extended by any Lender (except any such reserve
requirement which is reflected in the Adjusted LIBO Rate) or shall impose on
such Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender, and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining
any Eurodollar Loan or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or otherwise) by an amount
deemed by such Lender to be material, then the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender for such
additional costs incurred or reduction suffered.

         (b) If any Lender shall have determined that any Change in Law
regarding capital adequacy has or would have the effect of reducing the rate of
return on such Lender's capital or on the capital of such Lender's holding
company, if any, as a consequence of this Agreement or the Loans made by such
Lender pursuant hereto to a level below that which such Lender or such Lender's
holding company could have achieved but for such Change in Law (taking into
consideration such Lender's policies and the policies of such Lender's holding
company with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such Lender's
holding company for any such reduction suffered.

         (c) A certificate of a Lender setting forth the calculations in
reasonable detail of the amount or amounts necessary to compensate such Lender
or its holding company, as applicable, as specified in paragraph (a) or (b)
above shall be delivered to the Borrower and shall be conclusive absent manifest
error. The Borrower shall pay such Lender the amount shown as due on any such
certificate delivered by it within 10 days after its receipt of the same.

         (d) Failure or delay on the part of any Lender to demand compensation
for any increased costs or reduction in amounts received or receivable or
reduction in return on capital shall not constitute a waiver of such Lender's
right to demand such compensation; provided that the Borrower shall not be under
any obligation to compensate any Lender

<PAGE>

                                                                              39

under paragraph (a) or (b) above with respect to increased costs or reductions
with respect to any period prior to the date that is 120 days prior to such
request if such Lender knew or could reasonably have been expected to know of
the circumstances giving rise to such increased costs or reductions and of the
fact that such circumstances would result in a claim for increased compensation
by reason of such increased costs or reductions; provided further that the
foregoing limitation shall not apply to any increased costs or reductions
arising out of the retroactive application of any Change in Law within such
120-day period. The protection of this Section 2.14 shall be available to each
Lender regardless of any possible contention of the invalidity or
inapplicability of the Change in Law that shall have occurred or been imposed.

         SECTION 2.15. Change in Legality. (a) Notwithstanding any other
provision of this Agreement, if any Change in Law shall make it unlawful for any
Lender to make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrower and to the Administrative Agent:

                  (i) such Lender may declare that Eurodollar Loans will not
         thereafter (for the duration of such unlawfulness) be made by such
         Lender hereunder (or be continued for additional Interest Periods and
         ABR Loans will not thereafter (for such duration) be converted into
         Eurodollar Loans), whereupon any request for a Eurodollar Borrowing (or
         to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a
         Eurodollar Borrowing for an additional Interest Period) shall, as to
         such Lender only, be deemed a request for an ABR Loan (or a request to
         continue an ABR Loan as such for or to convert a Eurodollar Loan into
         an ABR Loan, as the case may be), unless such declaration shall be
         subsequently withdrawn; and

                  (ii) such Lender may require that all outstanding Eurodollar
         Loans made by it be converted to ABR Loans, in which event all such
         Eurodollar Loans shall be automatically converted to ABR Loans as of
         the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

         (b) For purposes of this Section 2.15, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Loan made by such Lender, if
lawful, on the last day of the Interest Period then applicable to such
Eurodollar Loan; in all other cases such notice shall be effective on the date
of receipt by the Borrower.

         SECTION 2.16. Indemnity. The Borrower shall indemnify each Lender
against any loss or expense that such Lender may sustain or incur as a
consequence of (a) any event, other than a default by such Lender in the
performance of its obligations hereunder, which results in (i) such Lender
receiving or being deemed to receive any amount on account of the principal of
any Eurodollar Loan prior to the end of the Interest Period in effect therefor,
(ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of
the Interest Period with respect to any Eurodollar Loan, in each case other than
on the last day of the Interest Period in effect therefor, or (iii) any
Eurodollar Loan to be made by such Lender

<PAGE>

                                                                              40

(including any Eurodollar Loan to be made pursuant to a conversion or
continuation under Section 2.10) not being made after notice of such Loan shall
have been given by the Borrower hereunder (any of the events referred to in this
clause (a) being called a "Breakage Event") or (b) any default in the making of
any payment or prepayment required to be made hereunder. In the case of any
Breakage Event, such loss shall be limited to an amount equal to the excess, as
reasonably determined by such Lender, of (i) its cost of obtaining funds for the
Eurodollar Loan that is the subject of such Breakage Event for the period from
the date of such Breakage Event to the last day of the Interest Period in effect
(or that would have been in effect) for such Loan over (ii) the amount of
interest likely to be realized by such Lender in redeploying the funds released
or not utilized by reason of such Breakage Event for such period. A certificate
of any Lender setting forth any amount or amounts which such Lender is entitled
to receive pursuant to this Section 2.16 shall be delivered to the Borrower and
shall be conclusive absent manifest error.

         SECTION 2.17. Pro Rata Treatment. Except as required under Section
2.13(i) and Section 2.15, each Borrowing, each payment or prepayment of
principal of or premium on any Borrowing, each payment of interest on the Loans,
each reduction of the Commitments and each conversion of any Borrowing to or
continuation of any Borrowing as a Borrowing of any Type shall be allocated pro
rata among the Lenders in accordance with their respective Commitments (or, if
such Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of their outstanding Loans). Each Lender agrees
that in computing such Lender's portion of any Borrowing to be made hereunder,
the Administrative Agent may, in its discretion, round each Lender's percentage
of such Borrowing to the next higher or lower whole dollar amount.

         SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower or any other Group Party, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other Security Interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, obtain payment (voluntary or involuntary) in respect of any
Loan or Loans as a result of which the unpaid principal portion of its Loans
shall be proportionately less than the unpaid principal portion of the Loans of
any other Lender, it shall be deemed simultaneously to have purchased from such
other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, a participation in the Loans of such other Lender, so that
the aggregate unpaid principal amount of the Loans and participations in the
Loans held by each Lender shall be in the same proportion to the aggregate
unpaid principal amount of all Loans then outstanding as the principal amount of
its Loans prior to such exercise of banker's lien, setoff or counterclaim or
other event was to the principal amount of all Loans outstanding prior to such
exercise of banker's lien, setoff or counterclaim or other event; provided,
however, that if any such purchase or purchases or adjustments shall be made
pursuant to this Section 2.18 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. The Borrower and Parent expressly consent
to the foregoing arrangements and agree that any Lender holding a participation
in a Loan deemed to have been so purchased may exercise any and all rights of
banker's lien, setoff or counterclaim with respect to any and all moneys owing
by the Borrower and Parent to such Lender by reason thereof as fully as if such
Lender had made a Loan directly to the Borrower in the amount of such
participation.

<PAGE>

                                                                              41

         SECTION 2.19. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder not later than 12:00 (noon), New York City time, on the date
when due in immediately available U.S. dollars, without setoff, defense or
counterclaim. Each such payment shall be made to the Administrative Agent at its
offices at Eleven Madison Avenue, New York, NY 10010 or as otherwise instructed
by the Administrative Agent.

         (b) Except as otherwise expressly provided herein, whenever any payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder shall become due, or otherwise would occur, on a day that is
not a Business Day, such payment may be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the
computation of interest or Fees, if applicable.

         SECTION 2.20. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower (including any and all payments by any other Group
Party on account of any obligation of the Borrower) hereunder shall be made free
and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Borrower or any such Group Party shall be required to
deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.20) the Administrative Agent or such Lender (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower or such Group Party shall make such
deductions and (iii) the Borrower or such Group Party shall pay the full amount
deducted to the relevant Government Agency in accordance with applicable law.

         (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Government Agency in accordance with applicable law.

         (c) The Borrower shall indemnify the Administrative Agent and each
Lender, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower hereunder (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section 2.20) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Government Agency. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender, or by the Administrative Agent on its
behalf or on behalf of a Lender, shall be conclusive absent manifest error.

         (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower or any other Group Party to a Government Agency, the
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Government Agency evidencing such payment, a
copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

         (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement

<PAGE>

                                                                              42

shall deliver to the Borrower (with a copy to the Administrative Agent), at the
time or times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the
Borrower as will permit such payments to be made without withholding or at a
reduced rate.

         SECTION 2.21. Assignment of Commitments Under Certain Circumstances;
Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate
requesting compensation pursuant to Section 2.14, (ii) any Lender delivers a
notice described in Section 2.15, (iii) the Borrower is required to pay any
additional amount to any Lender or any Government Agency on account of any
Lender pursuant to Section 2.20 or (iv) any Lender refuses to consent to any
amendment, waiver or other modification of any Transaction Document requested by
the Borrower that requires the consent of a greater percentage of the Lenders
than the Required Lenders and such amendment, waiver or other modification is
consented to by the Required Lenders, the Borrower may, at its sole expense and
effort (including with respect to the processing and recordation fee referred to
in Section 9.04(b)), upon notice to such Lender and the Administrative Agent,
require such Lender to transfer and assign, without recourse (in accordance with
and subject to the restrictions contained in Section 9.04), all of its
interests, rights and obligations under this Agreement to an assignee that shall
assume such assigned obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (A) such assignment shall not
conflict with any law, rule or regulation or order of any court or other
Government Agency having jurisdiction, (B) the Borrower shall have received the
prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, and (C) the Borrower or such assignee shall have paid
to the affected Lender in immediately available funds an amount equal to the sum
of the principal of and interest accrued to the date of such payment on the
outstanding Loans of such Lender, respectively, plus all Fees and other amounts
accrued for the account of such Lender hereunder (including any amounts under
Section 2.14, Section 2.16 and Section 2.20); provided further that, if prior to
any such transfer and assignment the circumstances or event that resulted in
such Lender's claim for compensation under Section 2.14 or notice under Section
2.15 or the amounts paid pursuant to Section 2.20, as the case may be, cease to
cause such Lender to suffer increased costs or reductions in amounts received or
receivable or reduction in return on capital, or cease to have the consequences
specified in Section 2.15, or cease to result in amounts being payable under
Section 2.20, as the case may be (including as a result of any action taken by
such Lender pursuant to paragraph (b) below), or if such Lender shall waive its
right to claim further compensation under Section 2.14 in respect of such
circumstances or event or shall withdraw its notice under Section 2.15 or shall
waive its right to further payments under Section 2.20 in respect of such
circumstances or event or shall consent to the proposed amendment, waiver,
consent or other modification, as the case may be, then such Lender shall not
thereafter be required to make any such transfer and assignment hereunder.

         (b) If (i) any Lender shall request compensation under Section 2.14,
(ii) any Lender delivers a notice described in Section 2.15 or (iii) the
Borrower is required to pay any additional amount or indemnity payment to any
Lender or any Government Agency on account of any Lender, pursuant to Section
2.20, then such Lender shall use reasonable efforts (which shall not require
such Lender to incur an unreimbursed loss or unreimbursed cost or expense or
otherwise take any action inconsistent with its internal policies or legal or
regulatory restrictions or suffer any disadvantage or burden deemed by it to be
significant) (A) to file any certificate or document reasonably requested in
writing by the Borrower or (B) to assign its rights and delegate and transfer
its obligations hereunder to another of its offices, branches or Affiliates, if
such filing or assignment would reduce its claims for

<PAGE>

                                                                              43

compensation under Section 2.14 or enable it to withdraw its notice pursuant to
Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the
case may be, in the future.

         SECTION 2.22. Incremental Commitments. (a) The Borrower may, from time
to time in connection with the financing of a Permitted Acquisition (which shall
include all related fees and expenses thereof), by written notice to the
Administrative Agent, request Incremental Commitments in an amount not to exceed
the Incremental Loan Amount from one or more Incremental Lenders, which may
include any existing Lender; provided that each Incremental Lender, if not
already a Lender or an Affiliate of a Lender hereunder, shall be subject to the
approval of the Administrative Agent (which approval shall not be unreasonably
withheld). Such notice shall set forth (i) the amount of the Incremental
Commitments being requested (which shall be in minimum increments of
US$5,000,000 and a minimum amount of US$10,000,000 or equal to the remaining
Incremental Loan Amount), (ii) the date on which such Incremental Commitments
are requested to become effective (which shall not be less than 10 Business Days
nor more than 60 calendar days after the date of such notice), (iii) whether
such Incremental Commitments are to be Commitments or commitments to make term
loans with terms different from the Loans ("Other Loans") and (iv) a description
in detail reasonably satisfactory to the Administrative Agent of the related
Permitted Acquisition.

         (b) The Borrower and each Incremental Lender shall execute and deliver
to the Administrative Agent an Incremental Loan Assumption Agreement and such
other documentation as the Administrative Agent shall reasonably specify to
evidence the Incremental Commitment of such Incremental Lender. Each Incremental
Loan Assumption Agreement shall specify the terms of the Incremental Loans to be
made thereunder; provided that, without the prior written consent of the
Required Lenders, (i) the initial yield in respect of any Incremental Loans (as
conclusively determined by the Administrative Agent at the time of the execution
and delivery of an Incremental Loan Assumption Agreement) shall not exceed by
more than 25 basis points the then current yield on the Loans, (ii) the final
maturity date of any Other Loans shall be no earlier than the Maturity Date and
(iii) the average life to maturity of any Other Loans shall be no shorter than
the average life to maturity of the Loans. The Administrative Agent shall
promptly notify each Lender as to the effectiveness of each Incremental Loan
Assumption Agreement. Each of the parties hereto hereby agrees that, upon the
effectiveness of any Incremental Loan Assumption Agreement, this Agreement shall
be deemed amended to the extent (but only to the extent) necessary to reflect
the existence and terms of the Incremental Commitment evidenced thereby. Any
such deemed amendment may be memorialized in writing by the Administrative Agent
with the Borrower's consent (not to be unreasonably withheld) and furnished to
the other parties hereto.

         (c) Notwithstanding the foregoing, no Incremental Commitment shall
become effective under this Section 2.22 unless (i) on the date of such
effectiveness, the conditions set forth in paragraphs (b) and (c) of Article IV
shall be satisfied and the Administrative Agent shall have received a
certificate to that effect dated such date and executed by a Financial Officer
of the Borrower and (ii) the Administrative Agent shall have received (with
sufficient copies for each of the Incremental Lenders) closing certificates and
documentation reasonably specified by the Administrative Agent.

<PAGE>

                                                                              44

                                   ARTICLE III

                         Representations and Warranties

         SECTION 3.01. Legal Representations and Warranties. Parent represents
and warrants to the Administrative Agent and each of the Lenders, in respect of
itself and separately in respect of the Borrower and each other Subsidiary, as
of the date of this Agreement, and as of the Closing Date, that, except as
disclosed in Schedule 10 or as contemplated by Section 5.05:

                  (a) (status) it (i) is a corporation duly established (and, in
         the case of a corporation incorporated in the United States, validly
         existing and in good standing), under the laws of its country and
         (where relevant) state, province, canton, territory or similar
         political subdivision of its place of incorporation and (ii) is duly
         qualified or licensed and (where the concept has a technical meaning)
         in good standing as a foreign corporation (or other entity) in each
         other jurisdiction in which it owns or leases property or in which the
         conduct of its business requires it so to qualify or be licensed;

                  (b) (power) it has full legal capacity and power to (i) own or
         lease and operate its property and to carry on its business and (ii)
         enter into the Transaction Documents and to carry out the transactions
         that they contemplate;

                  (c) (authority) it has taken all corporate or other action
         that is necessary to authorize its entry into the Transaction Documents
         and its carrying out the transactions that they contemplate;

                  (d) (Authorizations) it holds each Authorization that is
         necessary to (i) enable it to properly execute the Transaction
         Documents and to carry out the transactions that they contemplate, (ii)
         ensure that each Transaction Document is legal, valid, binding and
         admissible in evidence or (iii) enable it to properly carry on its
         business, and it is complying with any conditions to which any of these
         Authorizations is subject;

                  (e) (documents effective) each Transaction Document to which
         it is expressed to be a party constitutes its legal, valid and binding
         obligations, enforceable against it in accordance with its terms
         (except to the extent limited by equitable principles and laws
         affecting creditors' rights generally) subject to any necessary
         stamping or registration referred to in paragraph (h) below;

                  (f) (ranking) its payment obligations under each Transaction
         Document with respect to its rights against collateral secured under
         the Securities rank ahead of all its unsecured and unsubordinated
         payment obligations (whether present or future, actual or contingent),
         other than obligations that are mandatorily preferred by law, and the
         Loans constitute "Designated Senior Indebtedness" under and as defined
         in the Subordinated Note Documents and the New Subordinated Note
         Documents;

                  (g) (no contravention) neither its execution of the
         Transaction Documents nor the carrying out by it of the transactions
         that they contemplate, does or will (i) contravene any law to which it
         or any of its property is subject or any order of any Government Agency
         that is binding on it or any of its property, (ii) contravene any

<PAGE>

                                                                              45

         Authorization, (iii) contravene any undertaking or instrument binding
         on it or any of its property, (iv) contravene its constitution or (v)
         require it to make any payment or delivery in respect of any Financial
         Indebtedness before it would otherwise be obliged to do so;

                  (h) (no filings or Taxes) it is not necessary or desirable, to
         ensure that any Transaction Document is legal, valid, binding or
         admissible in evidence, that any Transaction Document or any other
         document be filed or registered with any Government Agency (other than
         any filings that are to be made in connection with the contemplated
         execution of Securities in The Netherlands or other filings disclosed
         in the legal opinions referred to in Article IV on or around the
         Closing Date), or that any Taxes be paid;

                  (i) (effectiveness of the Securities) each Security to which
         it is expressed to be a party constitutes a valid perfected
         first-priority Security Interest in accordance with its terms over the
         property to which it is expressed to apply;

                  (j) (corporate benefit) it benefits from entering into the
         Transaction Documents;

                  (k) (no trust) it has not entered and is not entering into any
         Transaction Document as trustee of any trust or settlement;

                  (l) (ownership of assets) it is the legal and beneficial owner
         of the property identified as belonging to it in the most recent
         Financial Statements provided to the Administrative Agent;

                  (m) (no Insolvency Event) no Insolvency Event has occurred and
         is continuing in relation to it;

                  (n) (no Encumbrance) none of its property is subject to an
         Encumbrance other than a Permitted Encumbrance;

                  (o) (no Controller) no Controller is currently appointed in
         relation to any of its property;

                  (p) (no litigation) no litigation, arbitration, mediation,
         conciliation or administrative proceedings are taking place, pending,
         or to the knowledge of any of its officers after due inquiry,
         threatened which, if adversely decided, could have a Material Adverse
         Effect;

                  (q) (environmental compliance) it is in full compliance in all
         material respects with all Environmental Laws applicable to it, its
         business or its property; and

                  (r) (no Environmental Liabilities) it (i) has not become
         subject to any Environmental Liability, (ii) has not received notice of
         any claim with respect to any Environmental Liability and (iii) knows
         of no basis for any Environmental Liability, in each case where such
         Environmental Liability could have a Material Adverse Effect.

<PAGE>

                                                                              46

         SECTION 3.02. Additional Representations and Warranties by Parent.
Parent also represents and warrants to the Administrative Agent and each of the
Lenders, as of the date of this Agreement and as of the Closing Date that,
except as described in Schedule 10:

                 (a) (Group structure) the Group Structure Chart as at the date
         of this Agreement is a complete and accurate description of all
         entities that are Group Members and of the ownership relationships
         between them, so that (for example) (i) it includes full details of the
         jurisdiction in which each Group Member is incorporated, (ii) in the
         case of any Group Member that is not a Wholly-Owned Subsidiary, it
         accurately describes the percentage of its ordinary issued share
         capital (rounded to the nearest 5%) which, at the date of this
         Agreement, is beneficially owned by Parent or any other Group Member
         and (iii) it accurately describes any equity instruments or
         entitlements to equity instruments that any Group Member has issued as
         at the date of this Agreement to any person who is not a Group Member;

                  (b) (Financial Statements) (i) the most recent Financial
         Statements that it has given to the Administrative Agent have been
         prepared in accordance with the laws of Australia and (unless
         inconsistent with those laws) GAAP, (ii) the most recent Financial
         Statements that it has given to the Administrative Agent give a true
         and fair view of the financial condition of it and the Group as at the
         date to which they are made up and of the results of operations of it
         and the Group for the period that they cover (it being understood that
         the Financial Statements provided pursuant to Section 5.02(b) need not
         qualify as "true and fair" for the purposes of GAAP) and (iii) there
         has been no change since the date of the most recent Financial
         Statements that it has given to the Administrative Agent that could
         have a Material Adverse Effect;

                  (c) (information memorandum and other information) (i) the
         contents of the Confidential Information Memorandum and any other
         written information and reports that it has given to the Administrative
         Agent (whether before or after this Agreement was executed) in
         connection with any Transaction Document (but not information in
         connection with Goodman Fielder and its subsidiaries prior to Goodman
         Fielder becoming a Wholly-Owned Subsidiary), are true, complete and
         accurate in all material respects and not misleading in any material
         respect (including by omission), subject to any qualifications in them
         and except to the extent that the information or report has been
         superseded by later written information or a later written report
         provided to the Administrative Agent by Parent, (ii) any forecasts and
         projections (but not projections in connection with Goodman Fielder and
         its subsidiaries prior to Goodman Fielder becoming a Wholly-Owned
         Subsidiary and not extrapolations) in them, taken in context and
         subject to the detailed terms of the relevant information or report
         have been prepared in good faith based upon what Parent believes to be
         reasonable assumptions (it being understood that such forecasts and
         projections are subject to significant uncertainties and contingencies,
         many of which are beyond Parent's control and Parent can give no
         assurance that the forecasts and projections will be realized) and
         (iii) any opinions in them (other than opinions prepared by external
         advisers), taken in context and subject to the detailed terms of the
         relevant information or report, are fair and reasonable and were formed
         after due inquiry and consideration by appropriate officers, as at the
         date of this Agreement or, if given later, when given;

                  (d) (disclosure of relevant information) it has disclosed to
         the Administrative Agent and each Lender all the information that such
         parties have requested as being

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                                                                              47

         material to an assessment by that party of the risks that party assumes
         by entering into any Transaction Document; and

                  (e) (no default or Change in Control) no (i) Event of Default,
         (ii) Default or (iii) Change in Control, has occurred and is
         continuing, and no Group Party is in breach of any other document or
         agreement in a manner that could have a Material Adverse Effect.

         SECTION 3.03. U.S.-Specific Representations and Warranties. Parent and
each US Obligor represents and warrants to the Administrative Agent and each of
the Lenders that:

                  (a) none of the ERISA Affiliates has incurred (i) any
         unsatisfied "accumulated funding deficiency" within the meaning of
         Section 412 of the Code, and Section 302 of ERISA, whether or not
         waived, with respect to an Employee Benefit Plan, (ii) any unsatisfied
         liability to the Pension Benefit Guaranty Corporation established under
         ERISA (other than for Pension Benefit Guaranty Corporation insurance
         premiums payable in the ordinary course), or under Title IV of ERISA,
         in connection with any Employee Benefit Plan terminated, established or
         maintained by it or (iii) any unsatisfied withdrawal liability in
         connection with a complete or partial withdrawal from a multiemployer
         plan within the meaning of section 3(37) of ERISA, or expects to
         withdraw from such a plan, nor has the Borrower or any of its
         subsidiaries had any tax or penalty assessed against it by the United
         States Internal Revenue Service or United States Department of Labor
         for any alleged violation under Section 4975 of the Code or Section 404
         or 406 of ERISA;

                  (b) none of the Borrower, any of its subsidiaries or any Group
         Member is a party in interest (as defined in Section 3(14) of ERISA) or
         a disqualified person (as defined in Section 4975(e)(2) of the Code)
         with respect to any Employee Benefit Plan, other than an Employee
         Benefit Plan sponsored by the Borrower or another member of the
         Borrower or any other entity treated as a single employer with respect
         to the Borrower under Section 414(b), (c), (m) or (o) of the Code for
         the benefit of the employees of the Borrower, such other entities or
         Nutrition 21, Inc.;

                  (c) each Employee Benefit Plan and Foreign Pension Plan has
         been maintained in substantial compliance with its terms and with the
         requirements of any and all applicable laws, statutes, rules,
         regulations and orders, including those which must be complied with to
         obtain the most favorable tax advantages, and has been maintained in
         good standing with applicable regulatory authorities and the level of
         plan assets in each Employee Benefit Plan exceeds the liabilities under
         each such Plan that is subject to Section 412 of the Code or Section
         302 of ERISA (based on the assumptions used to fund such Plan), as of
         the date of the most recent Financial Statements reflecting those
         amounts;

                  (d) no part of the proceeds of any Loan will be used, whether
         directly or indirectly, and whether immediately, incidentally or
         ultimately, for any purpose that entails a violation of, or that is
         inconsistent with, the provisions of the Regulations of the Board of
         Governors of the Federal Reserve System of the United States, including
         Regulation U or X; and

                   (e) neither Parent nor any of the Subsidiaries is (i) an
         "investment company" as defined in, or subject to regulation under, the
         United States Investment Company

<PAGE>

                                                                              48

         Act of 1940 or (ii) a "holding company" as defined in, or subject to
         regulation under, the United States Public Utility Holding Company Act
         1935.

         SECTION 3.04. Reliance on Representations and Warranties. Each Group
Party acknowledges that the other parties have executed the New Transaction
Documents and agreed to take part in the transactions that the New Transaction
Documents contemplate in reliance on the representations and warranties that are
made in this Article III.

         SECTION 3.05. No Representations to the Group Parties. Each Group Party
acknowledges that it has not relied and will not rely on any representation,
statement or promise made by or on behalf of any other party in deciding to
enter into any Transaction Document or to exercise any right or perform any
obligation under any Transaction Document.

                                   ARTICLE IV

                              Conditions of Lending

         The obligations of the Lenders to make the Loans hereunder shall not
become effective until the date on which each of the following conditions is
satisfied:

                  (a) The Administrative Agent shall have received a Borrowing
         Request as required by Section 2.03.

                  (b) The representations and warranties set forth in Article
         III shall be true and correct in all material respects on and as of the
         date of such Borrowing with the same effect as though made on and as of
         such date, except to the extent such representations and warranties
         expressly relate to an earlier date.

                  (c) At the time of and immediately after such Borrowing, no
         Event of Default or Default shall have occurred and be continuing.

                  (d) The Administrative Agent (or its counsel) shall have
         received from each party hereto either (i) a counterpart of this
         Agreement signed on behalf of such party or (ii) written evidence
         satisfactory to the Administrative Agent (which may include telecopy
         transmission of a signed signature page of this Agreement) that such
         party has signed a counterpart of this Agreement.

                  (e) The Administrative Agent shall have received, on behalf of
         itself and the Lenders, a favorable written opinion of (i) Dewey
         Ballantine LLP, U.S. counsel for Parent and the Borrower, (ii)
         Freehills, Australian counsel for Parent, and (iii) each local counsel
         reasonably acceptable to the Administrative Agent in each of the
         jurisdictions listed in Schedule 3 (except where any Supplemental
         Security required in that jurisdiction has not been provided), in each
         case (A) dated the Closing Date, (B) addressed to the Administrative
         Agent and the Lenders and (C) in form and substance reasonably
         acceptable to the Administrative Agent, and Parent and the Borrower
         hereby request such counsel to deliver such opinions.

                  (f) The Administrative Agent shall have received (i) a copy of
         the certificate or articles of incorporation or the constitution or
         other organizational documents,

<PAGE>

                                                                              49

         including all amendments thereto, of each Group Party that is to
         execute a New Transaction Document, certified as of a recent date by
         the Responsible Officer of such Group Party or, in the case of a US
         Obligor, by the Secretary of State of the state of its organization,
         and a certificate as to the good standing of each Group Party as of a
         recent date, from such Secretary of State; (ii) a certificate of the
         Secretary or Assistant Secretary of each Group Party or Parent dated
         the Closing Date and certifying (A) that attached thereto is a true and
         complete copy of the by-laws of such Group Party as in effect on the
         Closing Date and at all times since a date prior to the date of the
         resolutions described in clause (B) below, if such Group Party has
         by-laws, (B) that attached thereto is a true and complete copy of
         resolutions duly adopted by the Board of Directors or shareholders of
         such Group Party authorizing the execution, delivery and performance of
         the New Transaction Documents (other than the Supplemental Securities)
         to which such person is a party and, in the case of the Borrower, the
         borrowings hereunder, and that such resolutions have not been modified,
         rescinded or amended and are in full force and effect, (C) that the
         certificate or articles of incorporation or the constitution or other
         organizational documents of such Group Party have not been amended
         since the date of the last amendment thereto (including as shown on the
         certificate of good standing furnished pursuant to clause (i) above, if
         applicable) and (D) as to the incumbency and specimen signature of each
         officer or attorney in fact executing any New Transaction Document or
         any other document delivered in connection herewith on behalf of such
         Group Party (other than the Supplemental Securities); and (iii) a
         certificate of another officer as to the incumbency and specimen
         signature of the Secretary or Assistant Secretary executing the
         certificate pursuant to clause (ii) above.

                  (g) The Administrative Agent shall have received a
         certificate, dated the Closing Date and signed by a Responsible Officer
         of Parent and the Borrower, confirming compliance with the conditions
         precedent set forth in paragraphs (b) and (c) of this Article IV.

                  (h) The Administrative Agent shall have received all Fees and
         other amounts due and payable on or prior to the Closing Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses required to be reimbursed or paid by the
         Borrower hereunder or under any other Transaction Document.

                  (i) The Administrative Agent shall have received a Perfection
         Certificate with respect to each Group Security Provider that is
         incorporated or organized under the laws of the United States or a
         State thereof, dated the Closing Date and duly executed by a
         Responsible Officer of Parent and the Borrower.

                  (j) Each of the New Security Documents (other than a
         Supplemental Security), in form and substance satisfactory to the
         Administrative Agent, shall have been, if applicable, duly executed by
         the parties thereto and delivered to the Security Trustee and shall be
         in full force and effect.

                  (k) The Administrative Agent shall have received a certificate
         of currency from a reputable insurance broker in relation to the
         Group's global insurance policy confirming that that policy complies
         with Section 5.01(j).

                  (l) BPC1 shall have (i) a relevant interest in at least 90%
         (by number) (disregarding any relevant interests that Parent has in
         shares of Goodman Fielder

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                                                                              50

         merely because of the operation of Section 608(3) of the Corporations
         Act 2001 of Australia) of the ordinary shares of Goodman Fielder and
         (b) acquired at least 75% (by number) of the ordinary shares of Goodman
         Fielder that BPC1 offered to acquire pursuant to the Offer (whether
         such interests were acquired under the Offer or otherwise).

                  (m) Evidence that the Offer has not been amended or varied
         since first issue of the Offer without the prior written consent of the
         Required Lenders; provided that such consent is not required (i) unless
         the amendment or variation would result in (A) the bid price for each
         share of Goodman Fielder under the Offer being an amount which, when
         multiplied by the aggregate number of all shares being bid for by BPC1
         would exceed the total commitment of the Facility, the Australian Term
         Facility, the NZ Holdings Capital Notes Bridge Facility and all other
         committed sources of funding (other than the Revolving Credit Facility)
         to enable the acquisition of all of the shares of Goodman Fielder or
         (B) any condition of the Offer that is also a condition to funding
         under the Australian Facilities or the Facility being waived, or (ii)
         without limiting paragraph (l) of this Article IV, for BPC1 to drop its
         condition of the Offer with respect to having a relevant interest in at
         least 90% of the ordinary shares of Goodman Fielder.

                  (n) Parent and the Subsidiaries shall not, before BPC1
         acquires all of the issued shares of Goodman Fielder, have consented
         to, approved or agreed to the payment or declaration of any dividends
         by Goodman Fielder or the making of any distributions by Goodman
         Fielder to its shareholders without the prior written consent of the
         Administrative Agent, acting on the instructions of the Required
         Lenders.

                  (o) After giving pro forma effect to the Acquisition and the
         financing therefor (including with respect to any reduction in the
         amount of any senior debt to be used to finance the Transactions), on
         the Closing Date (i) the ratio of Total Debt to Pro Forma LTM EBITDA
         shall not exceed 4.50 to 1.00 and (ii) the ratio of Total Senior Debt
         to Pro Forma LTM EBITDA shall not exceed 3.00 to 1.00.

                  (p) Substantially contemporaneous with, or prior to, the
         Borrowing to be made on the Closing Date, (i) each of the Senior
         Funding Agreement, the Term A Facility Agreement, the Revolving
         Facility Agreement, the New Subordinated Note Documents, the NZ
         Holdings Capital Notes Bridge Facility Agreement and the TLB Tranche 2
         Credit Agreement shall have become effective and (ii) Parent shall use
         or shall have used at least (A) A$650,000,000 in cash on hand at Parent
         (the "Closing Date Cash on Hand") and (B) A$50,000,000 in proceeds from
         the exercise of share options of Parent held by Rank Group Limited on
         December 12, 2002 (the "Rank Proceeds") to finance a portion of the
         Acquisition and (iii) Parent and the Subsidiaries shall have borrowed
         or shall be entitled to issue debentures or borrow thereunder, as the
         case may be, and shall have issued or shall be entitled to issue New
         Subordinated Notes in aggregate amounts, when combined with the Closing
         Date Cash on Hand, the Rank Proceeds and the proceeds of the Facility,
         sufficient to finance the consummation of the Transactions.

                  (q) The Lenders shall have received (i) audited consolidated
         balance sheets and related statements of income, stockholders' equity
         and cash flows of Parent for the 2000, 2001 and 2002 Financial Years,
         in each case reconciled to U.S. GAAP, and

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                                                                              51

         (ii) unaudited consolidated balance sheets and related statements of
         income, stockholders' equity and cash flows of Parent for (A) each
         subsequent Financial Quarter ended 45 days before the Closing Date and
         (B) each fiscal month after the most recent 2003 Financial Quarter for
         which Financial Statements were received by the Lenders as described
         above and ended 30 days before the Closing Date.

                  (r) The Lenders shall have received pro forma consolidated
         balance sheets and related pro forma consolidated statements of income,
         and cash flows of Parent as of and for the 12 months ended June 30,
         2002 and, if the historical Financial Statements for the period are
         available, December 31, 2002, prepared after giving effect to the
         Transactions as if the Transactions had occurred as of such dates (in
         the case of each such balance sheet) or at the beginning of such
         periods (in the case of such other Financial Statements).

                  (s) All approvals or consents that are required by law, or by
         any public authority, as are necessary to permit (i) the Offer or any
         Options Offer (if any) to be lawfully made to and accepted by Goodman
         Fielder's shareholders and (ii) the Transactions and the other
         transactions contemplated hereby, are granted, given, made or obtained
         on an unconditional basis, remain in full force and effect in all
         respects, and do not become subject to any notice, intimation or
         indication of intention to revoke, suspend, restrict, modify or not
         renew the same.

                  (t) There shall be no litigation, governmental, administrative
         or judicial action, actual or threatened, that could reasonably be
         expected to restrain or prevent the Transactions or the other
         transactions contemplated hereby (other than a determination by the
         Australian Securities and Investments Commission or the Australian
         Takeovers Panel in exercise of the powers and discretions conferred by
         Chapter 6 of the Corporations Act 2001 of Australia).

                  (u) The Lenders shall have received pro forma projections for
         Parent and the Subsidiaries on a consolidated basis, reasonably
         satisfactory to the Administrative Agent, for the period from and
         including the Closing Date to and including June 30, 2009, presented on
         a quarterly basis for the first 12 months of such period and on a
         yearly basis thereafter.

                                    ARTICLE V

                              Affirmative Covenants

         Parent covenants and agrees with each Lender that so long as this
Agreement shall remain in effect and until the Commitments have been terminated
and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable hereunder shall have been paid in full, unless the Required
Lenders shall otherwise consent in writing, that:

         SECTION 5.01. General Covenants. Parent shall:

                  (a) (maintain status) maintain, and ensure that each
         Subsidiary maintains, its corporate existence except, in the case of an
         Excluded Subsidiary, to the extent that it is Liquidated in accordance
         with Section 5.05;

<PAGE>

                                                                              52

                  (b) (comply with law) comply with, and ensure that each
         Subsidiary complies with, all applicable law including by paying when
         due all Taxes for which it or any of its property is assessed or liable
         (except to the extent that these are being diligently contested in good
         faith and by appropriate proceedings and it or the relevant Subsidiary
         has made adequate reserves for them);

                  (c) (environmental compliance) either (i) comply, and ensure
         that each Subsidiary complies, in all material respects with all
         Environmental Laws applicable to it, its business or its property
         including (at its cost) obtaining all necessary Authorizations for the
         conduct of its business or (ii) be working in accordance with an
         approved plan with applicable Government Agencies to remedy any non-
         compliance with clause (i);

                  (d) (prospective environmental issues) undertake action in
         accordance with sound business practices to address any actual or
         prospective environmental issue in relation to a Group Member, its
         business or property to ensure that it does not develop into a breach
         of an Environmental Law;

                  (e) (keep books) keep, and ensure that each Subsidiary keeps,
         proper books of account recording its activities, and permit the
         Administrative Agent or its representatives on request to examine and
         take copies of them;

                  (f) (hold Authorizations) obtain and maintain, and ensure that
         each Subsidiary obtains and maintains, each Authorization that is
         necessary to (i) enable it to properly execute the Transaction
         Documents and to carry out the transactions that they contemplate, (ii)
         ensure that each Transaction Document is legal, valid, binding and
         admissible in evidence or (iii) enable it to properly carry on its
         business, and must comply with any conditions to which any of these
         Authorizations is subject except, in the case of an Excluded
         Subsidiary, to the extent that it is Liquidated in accordance with
         Section 5.05;

                  (g) (keep documents effective) ensure that each Transaction
         Document to which a Group Member is expressed to be a party remains the
         legal, valid and binding obligation of that Group Member, enforceable
         against it in accordance with its terms (except to the extent limited
         by equitable principles and laws affecting creditors' rights
         generally);

                  (h) (no contravention) ensure that neither the execution by a
         Group Member of the Transaction Documents nor the carrying out by any
         Group Member of the transactions that the Transaction Documents
         contemplate (i) contravenes any law to which a Group Member or any of
         its property is subject or any order of any Government Agency that is
         binding on a Group Member or any of its property, (ii) contravenes any
         Authorization, (iii) contravenes any undertaking or instrument binding
         on any Group Member or any of its property, (iv) contravenes the
         constitution of any Group Member or (v) requires any Group Member to
         make any payment or delivery in respect of any Financial Indebtedness
         before it would otherwise be obliged to do so;

                  (i) (keep Securities effective) ensure that each Security
         constitutes a valid perfected first-priority Security Interest in
         accordance with its terms over the property to which it is expressed to
         apply;

<PAGE>

                                                                              53

                  (j) (insurance) keep, and ensure that each Subsidiary keeps,
         its property and business insured (i) against the risks and in the
         amounts that are prudent or usual for a person conducting a business
         similar to the relevant entity, with sound and reputable insurers or
         (ii) as the Administrative Agent reasonably requires, and must provide
         the Administrative Agent on each anniversary of the date of this
         Agreement, or otherwise on request, with details of the insurance,
         evidence that it is in full effect and evidence that all premiums have
         been paid, by providing the Administrative Agent on request with a
         certificate of currency from a reputable insurance broker in relation
         to the Group's global insurance policies, together with a report from
         that insurance broker confirming that those policies comply with the
         requirements of this paragraph;

                  (k) (no administrator) not appoint, and ensure that no
         Subsidiary appoints, an administrator or other insolvency official
         without at least one Business Day's prior notice to the Administrative
         Agent, except, in the case of an Excluded Subsidiary, as part of a
         Liquidation in accordance with Section 5.05;

                  (l) (permitted use of funds) ensure that the Borrower applies
         all Loans made to it solely for the purposes specified in this
         Agreement;

                  (m) (terms of Associate arrangements) (i) use its best
         endeavors, to the extent that the relevant contractual arrangements
         permit it to do so, to prevent its Associates from incurring Financial
         Indebtedness or acquiring businesses or companies other than as
         contemplated by Section 5.09(g) and (ii) if it or a Group Member
         proposes to acquire an Associate after the date of this Agreement (A)
         use its best endeavors in the negotiation of the contractual
         arrangements regarding the Associate, in a manner that is commercially
         realistic in the context of that Associate and the Group's proposed
         investment in it, to ensure that it is able to prevent that Associate
         from incurring Financial Indebtedness or acquiring businesses or
         companies other than as contemplated by Section 5.09(g) or (B) to the
         extent that it is not able to exercise the control contemplated by
         clause (A) in relation to Financial Indebtedness of the Associate,
         ensure that there is no recourse (including by way of Guarantee) to any
         Group Member in relation to that Financial Indebtedness.

         SECTION 5.02. Reports and Information. Parent shall give the
Administrative Agent, for distribution to each Lender:

                  (a) (annual Financial Statements) as soon as possible (and in
         any event within 90 days) after the end of each Financial Year, a set
         of its audited Financial Statements (consolidated and unconsolidated)
         for that Financial Year, prepared in accordance with the laws of
         Australia and (except where inconsistent with those laws) GAAP and in
         any event within 180 days reconciled to generally accepted accounting
         principles in the United States;

                  (b) (quarterly Financial Statements) (i) as soon as possible
         (and in any event within 45 days) after the end of each Financial
         Quarter, a set of its unaudited consolidated Financial Statements for
         that Financial Quarter, prepared in accordance with the laws of
         Australia and (except where inconsistent with those laws) GAAP, and
         certified by a director or the principal accounting officer of Parent
         as giving a true and fair view of the Group for that Financial Quarter,
         and (ii) as soon as possible (and in any event within 45 days) after
         the end of each Financial Quarter and

<PAGE>

                                                                              54

         Financial Year, a set of unaudited consolidated Financial Statements of
         the Borrower for that Financial Quarter or Financial Year, as the case
         may be, prepared in accordance with the laws of Australia and (except
         where inconsistent with those laws) GAAP, and certified by a director
         or the principal accounting officer of the Borrower as giving a true
         and fair view of the Borrower for that Financial Quarter or Financial
         Year, as the case may be (but, in each case, without requiring Parent
         or the Borrower, as the case may be, to include the notes or
         disclosures that GAAP would otherwise require to be provided with those
         Financial Statements in order for the Financial Statements to qualify
         as "true and fair" for the purposes of GAAP);

                  (c) (compliance certificates) at the same time as it gives the
         Administrative Agent any Financial Statements under paragraph (a) or
         (b), a certificate that (i) sets out each of the Fixed Charge Coverage
         Ratio, the Leverage Ratio, the Senior Leverage Ratio, the Interest
         Coverage Ratio and the Senior Interest Coverage Ratio for the period of
         12 months that ends on the day to which those Financial Statements are
         prepared, together with such details as are required to demonstrate the
         calculation of those ratios, (ii) sets out the amount of Capex that
         each Group Member expended over the relevant period or that each Group
         Member entered into an unconditional contractual commitment over the
         relevant period, with a person who is not a Group Member, to expend as
         Capex over the period of 6 months following the end of the period,
         (iii) includes the review by a firm of chartered accountants acceptable
         to the Administrative Agent (acting reasonably) of any annualized
         realized cost savings (other than Acquisition-Related Cost Savings)
         achieved in the applicable period and included in the calculation of
         EBIT for such period and (iv) (A) in the case of a certificate that is
         given at the same time as Financial Statements under paragraph (a), is
         certified as correct by the accounting firm that audited those
         Financial Statements, and (B) in the case of a certificate that is
         given at the same time as Financial Statements under paragraph (b), is
         certified as correct by a director or the principal accounting officer
         of Parent;

                  (d) (copy of reports) copies of all periodic and other reports
         and other materials filed by Parent, the Borrower or any other
         Subsidiary with the Securities and Exchange Commission, or any
         Government Agency succeeding to any or all of the functions of said
         Commission, or with any securities exchange, or distributed to its
         shareholders, as the case may be, at the same time that it gives it to
         them or it;

                  (e) (notice of default or Change in Control) as soon as it
         becomes aware that an Event of Default, Default or Change in Control
         has occurred, full details of that Event of Default, Default or Change
         in Control;

                  (f) (notice of litigation) full details of any litigation,
         arbitration, mediation, conciliation or administrative proceeding which
         involves a claim exceeding A$20,000,000 (or its equivalent in any other
         currency) or which, if adversely decided, could have a Material Adverse
         Effect, as soon as the proceedings are commenced or threatened;

                  (g) (other information) promptly on request (and in any event
         within five Business Days) any other information relating to the
         financial condition, business, property and affairs of itself or any
         Group Member (including copies of internal management reports, budgets
         and forecasts) that the Administrative Agent reasonably requests; and

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                                                                              55

                  (h) (Goodman Fielder information) as soon as practicable
         following Parent obtaining access to the books and records and
         financial information of Goodman Fielder and in any event within 90
         days of Goodman Fielder becoming a Wholly-Owned Subsidiary, an update
         to the due diligence reports prepared by KPMG in respect of the Group
         dated May 28, 2001 and the update due diligence report on Directors'
         Projections addressed to and capable of being relied upon by the
         Administrative Agent and the Lenders, the scope of such update to be as
         reasonably required by the Administrative Agent after consultation with
         Parent and to include the financial results of the Group for the period
         ended December 31, 2002, together with five years of financial
         projections which take into account the acquisition of Goodman Fielder
         and its subsidiaries.

         SECTION 5.03. Hedging Arrangements. (a) Parent shall ensure that Group
Members have entered or enter into Treasury Transactions in accordance with the
Agreed Hedging Program in relation to the interest rate exposure of Group
Members from after December 20, 2002, in respect of not less than 50% (or 75% in
respect of so much of the Total Debt as is denominated in U.S. dollars if at any
time after December 20, 2002 the one-month LIBO Rate increases by 0.50% per
annum or more from the rate prevailing as at December 20, 2002 or 75% in respect
of so much of the Total Debt as is denominated in Australian dollars if at any
time after December 20, 2002, the AUD Cash Rate increases by 0.50% per annum or
more from the rate prevailing as at December 20, 2002) of the Total Debt, on
terms reasonably satisfactory to the Administrative Agent.

         (b) Parent shall ensure that Group Members enter into Treasury
Transactions in accordance with the Agreed Hedging Program in relation to the
Borrower's foreign exchange exposure in relation to the Facility, on terms
reasonably satisfactory to the Administrative Agent.

         (c) Parent shall ensure that no Group Member enters into a Treasury
Transaction except in accordance with this Section 5.03 or to hedge foreign
exchange exposures that arise from asset purchases by the Group Member. Without
limiting this, Parent shall ensure that no Group Member enters into a Treasury
Transaction for speculative purposes.

         SECTION 5.04. New Group Security Providers. (a) Parent shall ensure, if
an entity that is not a Group Member becomes a Group Member and has, or has
completed the acquisition of, total assets of A$2,000,000 or more, that (i) the
entity promptly becomes a Group Security Provider by executing such Securities
and other documents as the Administrative Agent reasonably requires, consistent
with the laws of the relevant jurisdiction, except to the extent that Parent
demonstrates to the reasonable satisfaction of the Administrative Agent that it
is not reasonably practicable or too expensive to do so (having regard to the
value of the assets involved) and (ii) it or the entity provides the
Administrative Agent with such evidence and information (such as legal opinions)
in relation to its execution of those documents, and within such period, as the
Administrative Agent reasonably requires; provided that (A) Parent must use its
reasonable efforts to ensure that Goodman Fielder and each of its subsidiaries
become Wholly-Owned Subsidiaries as promptly as practicable following the
Control Date, (B) Parent must ensure that Goodman Fielder and each of its
subsidiaries incorporated in Australia or the United States satisfy the
obligations in clauses (i) and (ii) within 90 days of Goodman Fielder becoming a
Wholly-Owned Subsidiary and (C) Parent must satisfy the obligations in clause
(i) and (ii) within 90 days from the date of this Agreement in relation to any
Group Member which has acquired or acquires any assets or shares comprised in
the acquisition of the Fleischmann business

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                                                                              56

unit from Kraft Foods International Inc. Notwithstanding the foregoing, or any
other provision of any Transaction Document, (1) no more than 65% of the voting
Equity Interests of any "controlled foreign corporation" within the meaning of
Section 957 of the Code (a "Controlled Foreign Corporation") shall be pledged to
secure the obligations of a "United States Person" within the meaning of Section
957 of the Code (a "United States Person") under any Transaction Document and
(2) no Controlled Foreign Corporation shall be required to become a Group
Security Provider or otherwise to Guarantee the obligations of any United States
Person under any Transaction Document; provided, however, that Parent shall not
create or acquire any entity that would be a Controlled Foreign Corporation of a
United States Person from and after its creation or acquisition, other than
Controlled Foreign Corporations of a United States Person that exist at the time
of the direct or indirect acquisition of such United States Person by a Group
Member.

         (b) If it is or becomes reasonably practicable for any Group Member
that has total assets of A$2,000,000 or more, consistent with the laws of the
relevant jurisdiction, to execute in favor of the Security Trustee a Security
that it has not already given to the Security Trustee, Parent shall ensure,
promptly after request from the Administrative Agent or after Parent otherwise
becomes aware that it can be so done, that (i) the entity executes that
Security, or any other document, as the Administrative Agent requires and (ii)
it or the entity provides the Administrative Agent with such evidence and
information (such as legal opinions) in relation to its execution of those
documents, and in such period, as the Administrative Agent reasonably requires;
provided that no such Security need be given if the Administrative Agent
determines (acting reasonably) that the cost of obtaining the same is excessive
relative to the benefit anticipated to be provided thereby.

         (c) If (i) a Group Member or other entity is required to become a Group
Security Provider under this Section 5.04 and (ii) that Group Member or other
entity is an obligor in relation to any Financial Indebtedness (other than such
Financial Indebtedness permitted under this Agreement), Parent shall ensure, by
the time that Group Member or entity is required to become a Group Security
Provider, that its obligations in relation to such Financial Indebtedness are
released, or that they are either unsecured obligations or secured under the
Securities as Priority 2 Debenture Stockholder's Debt, Priority 3 Debenture
Stockholder's Debt or Priority 4 Debenture Stockholder's Debt (each as defined
in the Security Trust Deed) and that (in any such case) the granting by that
Group Security Provider of its Securities is not a breach of the terms of such
Financial Indebtedness.

         SECTION 5.05. Excluded Subsidiaries. (a) Parent may procure the
Liquidation of any Subsidiary (other than the Borrower) if (i) Parent determines
that such Liquidation is in the best interests of the Group, (ii) the effect of
such Liquidation will not be adverse to the rights and interests of the Lenders
in any material respect and (iii) such Liquidation is accomplished in accordance
with this Section 5.05 (any Subsidiary to be so liquidated being referred to
herein as an "Excluded Subsidiary").

         (b) Parent shall ensure that (i) the Liquidation of any Excluded
Subsidiary is conducted as a solvent Liquidation (in relation to any obligation
owed by the Excluded Subsidiary to any person other than a Group Member), (ii)
the Liquidation process (once commenced) is pursued and completed diligently and
(iii) any property of the Excluded Subsidiary is distributed to Parent or
another Subsidiary in which Parent has at least the same effective ownership
interest as it has in the Excluded Subsidiary (and which, if the Excluded
Subsidiary was a Group Security Provider, must also be or become a Group

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                                                                              57

Security Provider), or is otherwise dealt with in accordance with Section 5.07,
5.08, 5.09, 5.10 or 5.11.

         (c) The representations and warranties in Section 3.01(a), (b)(i),
(d)(iii), (e), (m) and (o) do not apply in relation to an Excluded Subsidiary to
the extent that the representation and warranty would be incorrect because the
Excluded Subsidiary is in the process of being Liquidated in accordance with
paragraph (b).

         (d) The release of any Security by an Excluded Subsidiary which is
required in order to permit or is necessary as a consequence of the Liquidation
is taken to have been permitted for all relevant purposes under each Transaction
Document.

         SECTION 5.06. Offer Covenants. (a) Parent shall procure BPC1 to (i)
immediately upon satisfying the requirements of Section 661A(1) or 661A(3) of
the Corporations Act (whichever occurs earlier), promptly give the
Administrative Agent notice of satisfying those requirements and that BPC1 does
not extend the offer period for the Offer after that time without the consent of
the Administrative Agent, (ii) exercise any and all rights which it has under
Part 6A.1 of the Corporations Act to compulsorily acquire all ordinary shares in
Goodman Fielder (including, without limitation, any Goodman Fielder ordinary
shares issued within six weeks of the closing of the Offer as a result of the
exercise of Goodman Fielder share options) so that, in all events, BPC1 lodges a
compulsory acquisition notice with the Australian Securities and Investments
Commission pursuant to Section 661B(1) of the Corporations Act no later than
five Business Days after the closing of the Offer, (iii) if the Offer becomes or
is declared unconditional, promptly give to the Administrative Agent a copy of
the notification by BPC1 under the Corporations Act that the Offer is
unconditional, and (iv) promptly give the Administrative Agent notice of the
waiver or satisfaction of any condition in the Offer.

         (b) If, during or at the closing of the Offer, BPC1 has not satisfied
the requirements of Section 661A(1) or 661A(3) of the Corporations Act in
relation to Goodman Fielder ordinary shares, but at any time after the closing
of the Offer BPC1 becomes a "90% holder" of Goodman Fielder ordinary shares
within the meaning of Section 664A(1) and (2) of the Corporations Act, Parent
shall procure BPC1 immediately upon BPC1 becoming a "90% holder" of Goodman
Fielder ordinary shares to exercise any and all rights which it has under Part
6A.2 of the Corporations Act to compulsorily acquire any ordinary shares in
Goodman Fielder so that, in all events, BPC1 lodges a compulsory acquisition
notice with the Australian Securities and Investments Commission pursuant to
Section 664C(2)(a) of the Corporations Act no later than five Business Days
after becoming a "90% holder" of Goodman Fielder ordinary shares.

         (c) Prior to making the Options Offer, Parent shall procure BPC1 to use
all reasonable endeavors to obtain a modification of Chapters 6 and 6A of the
Corporations Act from the Australian Securities and Investments Commission so
that all Goodman Fielder share options are treated as a single class of
securities for the purposes of the Options Offer.

         (d) (i) Immediately upon satisfying the requirements of Section 661A(1)
or 661A(3) of the Corporations Act (whichever occurs earlier), Parent shall
procure BPC1 to (A) in relation to the share options, promptly give the
Administrative Agent notice of satisfying those requirements and that BPC1 does
not extend the offer period for the Options Offer after that time without the
consent of the Administrative Agent and (B) exercise any and all rights which it
has under Part 6A.1 of the Corporations Act to compulsorily acquire or

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                                                                              58

compulsorily procure the cancellation of all share options in Goodman Fielder so
that, in all events, BPC1 lodges a compulsory acquisition notice with the
Australian Securities and Investments Commission pursuant to Section 661B(1) of
the Corporations Act no later than five Business Days after the closing of the
Options Offer, (ii) if the Options Offer becomes or is declared unconditional,
Parent shall procure BPC1 to promptly give to the Administrative Agent a copy of
the notification by BPC1 under the Corporations Act that the Options Offer is
unconditional, and (iii) Parent shall procure BPC1 to promptly give the
Administrative Agent notice of the waiver or satisfaction of any condition in
the Options Offer.

         (e) If, during or at the close of the Options Offer, BPC1 has not
satisfied the requirements of Section 661A(1) or 661A(3) of the Corporations Act
in relation to Goodman Fielder share options, but at any time after the closing
of the Options Offer BPC1 becomes a "90% holder" of Goodman Fielder share
options within the meaning of Section 664A(1) and (2) of the Corporations Act,
Parent shall procure BPC1 immediately upon BPC1 becoming a "90% holder" of
Goodman Fielder share options to exercise any and all rights which it has under
Part 6A.2 of the Corporations Act to compulsorily acquire any Goodman Fielder
share options so that, in all events, BPC1 lodges a compulsory acquisition
notice with the Australian Securities and Investments Commission pursuant to
Section 664C(2)(a) of the Corporations Act no later than five Business Days
after becoming a "90% holder" of Goodman Fielder share options.

         (f) If BPC1 receives a request for a statement of the names and
addresses of the remaining holders of Goodman Fielder ordinary shares or share
options pursuant to Section 661D(1) or 664C(1)(c)(i) of the Corporations Act as
the case may be, Parent shall procure BPC1 immediately to provide such written
statement to the person who requested it.

         (g) If court proceedings are commenced to object to the compulsory
acquisition of Goodman Fielder ordinary shares or share options pursuant to Part
6A.1 or Part 6A.2 of the Corporations Act, Parent shall procure BPC1 to use all
reasonable endeavors to expedite such court proceedings and to ensure that the
court finally determines such proceedings as soon as possible.

         (h) Parent shall procure BPC1 to complete the compulsory acquisition of
any Goodman Fielder ordinary shares pursuant to Section 666B of the Corporations
Act or share options pursuant to the Corporations Act immediately upon becoming
entitled to do so pursuant to Part 6A.1 or Part 6A.2 of the Corporations Act, as
the case may be.

         (i) In this Section 5.06, all references to the Corporations Act are
references to the Corporations Act 2001 of Australia and include all statutes,
regulations, proclamations, ordinances, by-laws and declarations of any
Government Agency modifying, varying, consolidating or replacing it, including
in relation to its application to BPC1, the Offer and any Options Offer, and are
to be taken to be subject to any exemption granted to Parent or BPC1 (as the
case may be) from compliance with it.

         SECTION 5.07. Permitted Asset Disposals to Non-Group Members. (a)
Subject to paragraph (c), Parent shall ensure that a Group Member only disposes
of property to a person other than a Group Member (i) if the disposal is made on
an arm's-length basis and (ii) to the extent that the Net Disposal Proceeds are
(A) in cash and are not (1) the first US$75,000,000 of the Gelatin Proceeds or
(2) proceeds from dispositions of Excluded

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                                                                              59

Assets, if they are dealt with in accordance with paragraph (b), or (B) not in
cash, if the property acquired as consideration for the disposal (1) is either
(x) promissory notes or debt securities not exceeding A$15,000,000 in the
aggregate (in relation to all disposals permitted by this clause (B)) at any
time or (y) a business or company that principally conducts the manufacturing,
processing or distribution of food ingredients, consumer branded food products
or non-alcoholic beverages and (2) otherwise complies (and that Parent complies)
with Section 5.09(a)(ii), (b), (c), (d) and (e).

         (b) If a Group Member disposes of property (other than Excluded Assets
and other than with respect to the first US$75,000,000 of the Gelatin Proceeds)
and paragraph (a)(ii)(A) applies, (i) Parent shall ensure that an amount equal
to 25% of the instalment of Net Disposal Proceeds is immediately on receipt
thereof used to prepay Term Debt pursuant to Section 2.13(g) and (ii) Parent
must ensure that an amount equal to 75% of the instalment of Net Disposal
Proceeds is deposited immediately on receipt thereof into an Investment Account,
on the basis that it will become a "Repayment Amount" to the extent that it is
not reinvested in accordance with Section 5.09 within 182 days (or, if a Group
Member has entered within 182 days into an agreement with a person who is not a
Group Member to purchase property in accordance with Section 5.09, within a
further period of 90 days immediately after expiry of that period); provided,
however, that (A) the amount of Net Disposal Proceeds deposited into the
Investment Account pursuant to this paragraph (b) shall not exceed
US$100,000,000 (or its equivalent, calculated at the Spot Rate) at any time and
(B) any Net Disposal Proceeds in excess of US$100,000,000 (or its equivalent,
calculated at the Spot Rate) shall be applied pursuant to Section 2.13(a)
(without giving effect to the proviso thereto).

         (c) Notwithstanding paragraphs (a) and (b), a Group Member may dispose
of (i) trading stock or obsolete or surplus assets on an arm's-length basis in a
transaction that is entered into in the ordinary course of the ordinary business
of the Group, without the proceeds of the disposal being required to be dealt
with in accordance with paragraphs (a) and (b), (ii) other property on an
arm's-length basis, if the aggregate arm's-length value of all such property
that is disposed of by Group Members in the then current Financial Year is less
than A$20,000,000 (or its equivalent, calculated at the Spot Rate at the time of
the disposal) or (iii) GF Program Receivables pursuant to the GF Receivables
Program in an aggregate outstanding amount at any time not in excess of
A$50,000,000, without the proceeds of the disposal being required to be dealt
with in accordance with paragraphs (a) and (b).

         (d) Any disposal permitted by, and made pursuant to, this Section 5.07
(including, for the avoidance of doubt, the Gelatin Disposal) is a "Permitted
Asset Disposal".

         SECTION 5.08. Permitted Asset Disposals to Group Members. (a) Subject
to paragraph (b), Parent shall ensure that a Group Member only disposes of
property to another Group Member on the following basis: (i) Parent or a
Wholly-Owned Subsidiary may only dispose of property to Parent or a Wholly-Owned
Subsidiary, (ii) a Group Security Provider may only dispose of property that is
subject to a Security to another Group Security Provider, and only if the
property as acquired by the second Group Security Provider will be subject to a
Security that is satisfactory to the Administrative Agent and (iii) a Majority-
Owned Subsidiary may only transfer property to Parent, a Wholly-Owned Subsidiary
or another Majority-Owned Subsidiary in which Parent has at least the same
effective ownership interest.

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                                                                              60

         (b) A Group Member may also dispose of property to another Group Member
(i) in a transaction that is permitted under Section 6.02, 6.03, 6.04, 6.06 or
6.13, (ii) if the property is trading stock or obsolete or surplus assets and
the disposal is made on an arm's-length basis in a transaction that is entered
into in the ordinary course of the ordinary business of the Group or (iii) in
accordance with Section 5.05.

         (c) Any disposal permitted by, and made pursuant to, this Section 5.08
is a "Permitted Group Asset Disposal".

         SECTION 5.09. Permitted Business Acquisitions. (a) Parent shall ensure
that a Group Member only acquires an interest in a business or company if (i)
the business or company principally conducts the manufacturing, processing or
distribution of food ingredients, consumer branded food products or
non-alcoholic beverages, (ii) the ratio of (A) Net Priority 1 Debt as at the end
of the previous Financial Quarter or as at the end of the previous Financial
Year (whichever day is more recent) to (B) the consolidated EBITDA of the Group
and the acquired business or company over the period of 12 months ending on the
last day of the previous Financial Quarter or on the last day of the previous
Financial Year (whichever day is more recent) does not exceed 2.75 to 1.00 and
(iii) the consideration payable in connection with all such acquisitions
(including the aggregate amount of all Financial Indebtedness issued to the
seller or assumed or repaid in connection therewith (including pursuant to the
second further proviso to Section 6.04) but excluding any consideration payable
(A) solely in the form of ordinary Equity Interests of Parent or (B) in cash to
the extent constituting Net Cash Proceeds referred to in the second proviso to
Section 2.13(b) and to the extent such cash is so used within 90 days of the
Equity Issuance which gave rise thereto) shall not exceed US$100,000,000 (or its
equivalent) in any Financial Year or US$300,000,000 (or its equivalent) in the
aggregate over the life of the Facility.

         (b) As soon as reasonably practicable after a Group Member makes an
acquisition of a type described in paragraph (a), but no later than 30 days
after the acquisition (unless otherwise agreed between Parent and the
Administrative Agent), Parent shall provide the Administrative Agent with (i)
such due diligence reports in relation to the acquisition as it may have
obtained from accounting, legal, technical, engineering, environmental and other
professional advisers (which must be reputable and industry-recognized in their
respective areas of expertise) and (ii) the terms of engagement and scope of
those reports.

         (c) As soon as reasonably practicable after a Group Member makes an
acquisition of a type described in paragraph (a), but no later than 30 days
after the acquisition, Parent shall provide the Administrative Agent with a
certificate, signed by a director or the principal accounting officer of Parent,
that sets out (i) the ratio referred to in clause (a)(ii) together with such
details as are required to demonstrate the calculation of the ratio and (ii)
details of the business strategy for the acquired business or company for the
current and next two full Financial Years, together with an analysis of the
anticipated impact of the acquisition on the Fixed Charge Coverage Ratios,
Leverage Ratios, Interest Coverage Ratios and Senior Interest Coverage Ratios
for the Group for each of those periods.

         (d) Within five days after a Group Member makes an acquisition of a
type described in paragraph (a), Parent shall provide the Administrative Agent
with a certificate, signed by a director of Parent on behalf of the board of
Parent, stating that the board has (i) approved the acquisition and (ii)
confirmed that the proposed acquisition will not give rise to an Event of
Default or Default.

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                                                                              61

         (e) If a Group Member acquires an interest in a business or company
that has total assets of A$2,000,000 or more, Parent shall ensure that the Group
Member that acquires the interest, or (at the option of the Administrative
Agent) each Group Member that holds shares or other ownership interests in that
Group Member (i) executes such Securities and other documents as the
Administrative Agent reasonably requires, consistent with the laws of the
relevant jurisdiction, except to the extent that Parent demonstrates to the
reasonable satisfaction of the Administrative Agent that it is not reasonably
practicable or that the cost of executing the same is excessive relative to the
benefit anticipated to be provided thereby, and (ii) provides the Administrative
Agent with such evidence and information (such as legal opinions) in relation to
its execution of those documents, as the Administrative Agent reasonably
requires, promptly after the acquisition is completed.

         (f) Parent may also permit a Group Member (i) to acquire without regard
to clause (a)(ii) but subject to clause (a)(iii), a business or company that
principally conducts the manufacturing, processing or distribution of food
ingredients, consumer branded food products or non-alcoholic beverages if the
arm's-length acquisition cost is less than A$30,000,000 (or its equivalent) and
none of the acquisition cost is funded by a withdrawal from an Investment
Account, and (ii) to consummate on an arm's-length basis the NZDF Acquisition
without regard to clause (a)(ii) or (a)(iii) so long as (A) Parent receives and
furnishes to the Lenders the report of an independent expert who must be
reputable and industry recognized as to the fairness and reasonableness of the
transaction to the shareholders of Parent (other than Rank Group Limited and its
associates) (which may take the form of any such report that is required to be
prepared under the Australian Stock Exchange Listing Rules or the Corporations
Act 2001 of Australia), (B) after giving pro forma effect thereto (including the
financing therefor), (1) the Leverage Ratio as of the end of the previous
Financial Year or Financial Quarter (whichever is more recent) would be at least
0.50 to 1.00 less than the maximum permitted Leverage Ratio at such time
pursuant to Section 6.10, (2) each of the (x) Leverage Ratio and (y) Senior
Leverage Ratio as of the end of the previous Financial Year or Financial Quarter
(whichever is more recent) would be no higher than the actual Leverage Ratio and
Senior Leverage Ratio, respectively, as of such date (without giving such pro
forma effect) and (3) the sum of (x) consolidated cash on Parent's consolidated
balance sheet on such day and held by Parent or any Group Member in accounts
located in Australia, Canada, The Netherlands, New Zealand or the United States,
to the extent that there is no legal, contractual or other restriction on the
ability of Parent to readily procure that the cash is transferred to Parent or a
Group Security Provider in such a way that the cash would (if so transferred) be
subject to a Security, other than cash held in an Investment Account, and (y)
the unused commitments under the Revolving Credit Facility shall exceed
A$100,000,000, (C) no Event of Default or Default shall have occurred and be
continuing or result therefrom and (D) the consummation of the NZDF Acquisition
(including the financing therefor and the incurrence of indebtedness as a result
of or in connection therewith) shall not give rise to any obligation to
repurchase or offer to repurchase, event of default, default or other similar
event under any indenture or similar instrument governing Financial Indebtedness
of any Group Member that is subordinated in right of payment to the Loans.

         (g) Parent shall ensure that no Group Member or (to the extent within
Parent's control) Associate acquires a business or company that does not
principally conduct the manufacturing, processing or distribution of food
ingredients, consumer branded food products or non-alcoholic beverages.

<PAGE>

                                                                              62

         (h) Notwithstanding the foregoing provisions of this Section 5.09, the
Acquisition shall be permitted hereunder.

         (i) Any acquisition permitted by, and made pursuant to, this Section
5.09 is a "Permitted Acquisition".

         SECTION 5.10. Investment Account. (a) Parent shall (i) procure that one
or more Group Security Providers establish one or more accounts denominated in
Australian dollars, Canadian dollars, Euro, New Zealand dollars or United States
dollars with the Co-Trustee or one or more Lenders or Term A Subscribers (but
with no more than four Lenders in aggregate) on the Co-Trustee's or the relevant
Lender's or Term A Subscriber's usual market terms for accounts of that nature,
each entitled "Burns Philp - Investment Account" and (ii) ensure that each of
those accounts is the subject of a valid and perfected first-priority Security
in favor of the Security Trustee (on such terms as the Administrative Agent
reasonably requires), supported by such other documentation and opinions as the
Administrative Agent reasonably requires, before a deposit is required to be
made into the account under this Agreement (each such account is an "Investment
Account").

         (b) Each Investment Account shall be established under the control of
the Security Trustee, and in the name and for the account of the relevant Group
Security Provider but on the basis that it is subject to this Section 5.10.

         (c) Parent must ensure that each Investment Account is maintained in
order, and ensure that it remains in credit, at all times.

         (d) Interest that accrues on an Investment Account is to be paid in
accordance with the terms of the relevant Investment Account to such other
account as Parent directs.

         (e) A Group Security Provider, by giving an appropriately completed IA
Withdrawal Request to the Administrative Agent and the Security Trustee at least
three Business Days before the proposed withdrawal date, may require the
Security Trustee to permit it to withdraw money standing to the credit of its
Investment Account (other than a Repayment Amount) if (i) no Event of Default or
Default has occurred and is continuing and (ii) (A) it or another Group Security
Provider immediately applies the withdrawn amount towards consideration for a
Permitted Acquisition or (B) it or another Group Security Provider has applied
an amount equal to the withdrawn amount, funded from other sources, within the
previous 90 days towards consideration for a Permitted Acquisition, in each case
in accordance with Section 5.09(a).

         (f) An amount standing to the credit of an Investment Account may only
be withdrawn in accordance with this Section 5.10.

         SECTION 5.11. Application of Repayment Amounts. Parent shall ensure
that any amount that has become a Repayment Amount under Section 5.07(b)(ii)
shall be used to prepay Term Debt pursuant to Section 2.13(g).

         SECTION 5.12. Use of Proceeds. Parent shall ensure that the proceeds of
the Loans only be used for an Eligible Purpose.

         SECTION 5.13. Supplemental Securities. To the extent that the
Administrative Agent has not received on or before the Closing Date the
Supplemental Securities together

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                                                                              63

with such evidence and information (such as legal opinions) in relation to the
execution of the Supplemental Securities as the Administrative Agent reasonably
requires, Parent must ensure that the Supplemental Securities are executed by
the relevant Group Security Provider and the evidence and information provided
to the Administrative Agent, in form and substance satisfactory to the
Administrative Agent (acting reasonably), as soon as reasonably practicable and
in any event within 90 days of the Closing Date.

                                   ARTICLE VI

                               Negative Covenants

         Parent covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Commitments have been terminated
and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable hereunder have been paid in full, unless the Required Lenders
shall otherwise consent in writing, Parent shall not:

         SECTION 6.01. Financial Indebtedness. Incur Financial Indebtedness, and
Parent shall ensure that no Subsidiary or (if the matter is within Parent's
control) Associate incurs Financial Indebtedness, other than:

                  (a) in the case of itself and the Subsidiaries:

                           (i) Existing Treasury Transactions (which may be
                  secured under the Securities as Priority 1 Debt);

                           (ii) Treasury Transactions entered into with a Lender
                  or its Affiliates or a Term A Subscriber or a Term A
                  Subscriber Affiliate or with a TLB Tranche 2 Lender or its
                  Affiliates (which may be secured under the Securities as
                  Priority 1 Debt) and unsecured Treasury Transactions entered
                  into with any other person;

                           (iii) working capital facilities entered into by one
                  or more Group Security Providers with financial institutions
                  (which may be secured as Priority 1 Debt if the financial
                  institutions first enter into an intercreditor agreement with
                  the Administrative Agent on terms reasonably satisfactory to
                  the Administrative Agent) as long as the aggregate principal
                  amount of Financial Indebtedness outstanding under such
                  working capital facilities does not exceed A$40,000,000 on any
                  date;

                           (iv) Financial Indebtedness existing on the date of
                  this Agreement and set forth in Schedule 8;

                           (v) Financial Indebtedness consisting of Loans
                  (including Incremental Loans) hereunder and the guarantees
                  thereof under the other Transaction Documents (which may be
                  secured under the Securities as Priority 1 Debt);

                           (vi) (A) Financial Indebtedness that is provided by a
                  Group Member to a Group Security Provider, or by a Group
                  Member (the "First Group Member") to another Group Member in
                  which Parent's direct or indirect proportionate ownership
                  interest is the same or greater than Parent's direct or
                  indirect proportionate ownership in the First Group Member, or

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                                                                              64

                  (B) Financial Indebtedness that is provided by a Group
                  Security Provider to Goodman Fielder or any wholly-owned
                  subsidiary of Goodman Fielder after Goodman Fielder has become
                  a Subsidiary but before Goodman Fielder has become a Group
                  Security Provider;

                           (vii) Financial Indebtedness incurred under (A) the
                  Term A Facility Agreement in an aggregate principal amount not
                  to exceed A$1,300,000,000 (which may be secured under the
                  Securities as Priority 1 Debt) or (B) the Revolving Facility
                  Agreement in an aggregate principal amount not to exceed
                  A$100,000,000 at any time outstanding (which may be secured
                  under the Securities as Priority 1 Debt);

                           (viii) the New Subordinated Notes in an aggregate
                  principal amount of up to US$210,000,000;

                           (ix) NZ Holdings Capital Notes Bridge Loans in an
                  aggregate principal amount up to NZ$250,000,000 and NZ
                  Holdings Capital Notes in an aggregate principal amount up to
                  NZ$300,000,000; provided that the aggregate amount of
                  Financial Indebtedness permitted by this Section 6.01(a)(ix)
                  shall not exceed NZ$300,000,000 at any time outstanding;

                           (x) Financial Indebtedness of Parent or any
                  Subsidiary incurred to finance the acquisition, construction
                  or improvement of any fixed or capital assets, and extensions,
                  renewals and replacements of any such Financial Indebtedness
                  that do not increase the outstanding principal amount thereof;
                  provided that (A) such Financial Indebtedness is incurred
                  prior to or within 90 days after such acquisition or the
                  completion of such construction or improvement and (B) the
                  aggregate principal amount of Financial Indebtedness permitted
                  by this Section 6.01(a)(x), when combined with the aggregate
                  principal amount of all Capital Lease Obligations incurred
                  pursuant to Section 6.01(a)(xi), shall not exceed
                  US$35,000,000 at any time outstanding;

                           (xi) Capital Lease Obligations in an aggregate
                  principal amount, when combined with the aggregate principal
                  amount of all Financial Indebtedness incurred pursuant to
                  Section 6.01(a)(x), not in excess of US$35,000,000 at any time
                  outstanding;

                           (xii) Financial Indebtedness of any person (other
                  than Goodman Fielder and its subsidiaries) that becomes a
                  Subsidiary after the date of this Agreement; provided that (A)
                  such Financial Indebtedness exists at the time such person
                  becomes a Subsidiary and is not created in contemplation of or
                  in connection with such person becoming a Subsidiary, (B) such
                  Financial Indebtedness is not secured by any Encumbrance other
                  than Encumbrances existing at the time (and not created in
                  contemplation of) the acquisition of such person and (C) the
                  aggregate principal amount of Financial Indebtedness permitted
                  by this Section 6.01(a)(xii), when combined with the aggregate
                  principal amount of all Financial Indebtedness incurred
                  pursuant to Section 6.01(a)(xiii), shall not exceed
                  US$100,000,000 in any Financial Year and US$300,000,000 in the
                  aggregate over the life of the Facility;

<PAGE>

                                                                              65

                           (xiii) unsecured Financial Indebtedness incurred in
                  connection with a Permitted Acquisition in an aggregate
                  principal amount, when combined with the aggregate principal
                  amount of all Financial Indebtedness incurred pursuant to
                  Section 6.01(a)(xii), not in excess of US$100,000,000 in any
                  Financial Year and US$300,000,000 in the aggregate over the
                  life of the Facility;

                           (xiv) unsecured Financial Indebtedness of any Group
                  Security Provider that is subordinated in right of payment to
                  the Loans so long as (A) such Financial Indebtedness requires
                  no scheduled payments of principal prior to the first
                  anniversary of the Maturity Date, (B) the covenants in such
                  Financial Indebtedness do not require the issuer thereof to
                  maintain any specified financial performance or ratios (other
                  than debt incurrence tests or other financial ratios that are
                  required to be met as a condition to taking specified actions
                  thereunder) and (C) the subordination provisions thereof shall
                  be no less favorable to the Lenders than those of the New
                  Subordinated Notes ("Permitted Subordinated Debt");

                           (xv) any extensions, refinancings, renewals or
                  replacements of Financial Indebtedness incurred pursuant to
                  clause (iv), (viii), (ix), (x), (xi), (xii), (xiii), (xviii),
                  (xix) and (xxv) to the extent the principal amount of such
                  Financial Indebtedness is not increased, neither the final
                  maturity nor the weighted average life to maturity of such
                  Financial Indebtedness is decreased, such Financial
                  Indebtedness, if subordinated to the Loans and other
                  obligations under the Transaction Documents, remains so
                  subordinated on terms no less favorable to the Lenders and the
                  original obligors in respect of such Financial Indebtedness
                  remain the only obligors thereon (it being understood that any
                  extensions, refinancings, renewals or replacements of
                  Financial Indebtedness incurred pursuant to clause (xxv) may
                  be secured under the Securities as Priority 1 Debt);

                           (xvi) Financial Indebtedness entered into by a Group
                  Member that is not a Group Security Provider as long as (A)
                  the sum of all such Group Member's FI x POI (where FI for each
                  such Group Member is the aggregate principal amount of all
                  such Financial Indebtedness of the Group Member and POI for
                  each such Group Member is Parent's direct or indirect
                  proportionate ownership interest in the Group Member) does not
                  exceed the Subsidiary Limit at any time and (B) the Financial
                  Indebtedness is either unsecured or only secured over assets
                  of the relevant Group Member;

                           (xvii) Financial Indebtedness of Goodman Fielder or
                  any of its subsidiaries incurred pursuant to the GF
                  Receivables Program in an amount not to exceed A$50,000,000 in
                  the aggregate to any time outstanding;

                           (xviii) Financial Indebtedness of Goodman Fielder or
                  any of its subsidiaries that (A) exists on the Control Date
                  and (B) does not exceed US$50,000,000 from and after the later
                  of the date that is 75 days after (1) the Control Date and (2)
                  the Closing Date;

                           (xix) NZDF Capital Notes outstanding at the time of
                  the NZDF Acquisition in an aggregate principal amount up to
                  NZ$150,000,000;

<PAGE>

                                                                              66

                           (xx) Bridge Debentures (which may be secured under
                  the Securities as Priority 1 Debt) and, if the Bridge Term
                  Tranche B Debentures are not incurred, any Financial
                  Indebtedness provided to Goodman Fielder or a subsidiary of
                  Goodman Fielder to fund the repayment, prepayment or
                  redemption of the GMF Notes or any other Financial
                  Indebtedness of Goodman Fielder or any subsidiaries of Goodman
                  Fielder not to exceed US$50,000,000 (the "GMF Facility")
                  (which may be secured under the Securities as Priority 1
                  Debt); provided that the entire outstanding principal amount
                  thereof must be repaid on or prior to the Closing Date (other
                  than the Bridge Term Tranche B Debentures or, if the Bridge
                  Term Tranche B Debentures are not incurred, the GMF Facility
                  which, in each case, must be repaid within 90 days of Goodman
                  Fielder becoming a Wholly-Owned Subsidiary);

                           (xxi) Financial Indebtedness incurred under the
                  Existing Senior Loan Agreement (which may be secured under the
                  Securities as Priority 1 Debt); provided that the entire
                  outstanding principal amount thereof must be repaid on or
                  prior to the Closing Date;

                           (xxii) obligations (A) in respect of performance,
                  bid, appeal or surety bonds and completion guarantees, (B) for
                  or in connection with pledges, deposits or payments in
                  connection with or to secure statutory, regulatory or similar
                  obligations, including obligations under health, safety or
                  environmental obligations and (C) in respect of worker's
                  compensation obligations, employee benefit obligations,
                  property, casualty or liability insurance and self-insurance,
                  in each of cases (A) through (C), where the requirement or
                  request to incur such obligation arises in the ordinary course
                  of business and to the extent such obligation constitutes
                  Financial Indebtedness;

                           (xxiii) Financial Indebtedness arising from the
                  honoring by a bank or other financial institution of a check,
                  draft or similar instrument drawn against insufficient funds
                  in the ordinary course of business; provided that such
                  Financial Indebtedness is extinguished within five Business
                  Days of Parent or any Subsidiary receiving notice of its
                  incurrence;

                           (xxiv) Guarantees by Parent or any Subsidiary of any
                  Financial Indebtedness of Parent or any Subsidiary permitted
                  to be incurred pursuant to this Section 6.01(a);

                           (xxv) Financial Indebtedness incurred under the TLB
                  Tranche 2 Credit Agreement in an aggregate principal amount
                  not to exceed US$65,000,000 (which may be secured under the
                  TLB Tranche 2 Pledge Agreement and under the Securities as
                  Priority 1 Debt); and

                           (xxvi) additional unsecured Financial Indebtedness in
                  an aggregate principal amount not to exceed US$40,000,000 at
                  any time outstanding.

                  (b) in the case of Associates, any Financial Indebtedness as
         long as the sum of all Associates' FI x POI (where FI for each
         Associate is the aggregate principal amount of all such Financial
         Indebtedness of the Associate and POI for each

<PAGE>

                                                                              67

         Associate is Parent's direct or indirect proportionate ownership
         interest in the Associate) does not exceed the Associate Limit at any
         time.

         Notwithstanding the foregoing provisions of this Section 6.01, Parent
shall not incur Financial Indebtedness, and shall ensure that no Subsidiary or
(if the matter is within Parent's control) Associate incurs Financial
Indebtedness, the incurrence of which would give rise (following the expiration
of any grace or cure period, if applicable) to any obligation to repurchase or
offer to repurchase, event of default, default or other similar event under any
indenture or similar instrument governing Financial Indebtedness of such person
subordinated in right of payment to the Loans (an "Incurrence Default");
provided, however, that Parent shall have a period of 30 days from the date of
any Incurrence Default to rectify, remedy or remove such Incurrence Default.

         Except as otherwise expressly provided in clauses (i), (ii), (iii),
(v), (vii), (xv), (xx), (xxi) and (xxv) of paragraph (a) above, Parent shall not
secure, and shall ensure that no Subsidiary or (if the matter is within Parent's
control) Associate secures, any Financial Indebtedness permitted under this
Agreement or otherwise under the Securities as Priority 1 Debt.

         SECTION 6.02. Encumbrances. Create or permit to exist, and shall ensure
that no Subsidiary creates or permits to exist, any Encumbrance over any of its
property, other than a Permitted Encumbrance.

         SECTION 6.03. Disposal of Property. Dispose of, declare a trust over or
otherwise create an interest in, and must ensure that no Subsidiary disposes of,
declares a trust over or otherwise creates an interest in, any of its property
except (a) as permitted by Sections 6.02, 6.04 or 6.06, (b) Parent or any
Subsidiary may make Permitted Asset Disposals, (c) Parent or any Subsidiary may
make Permitted Group Asset Disposals or (d) in the case of Excluded
Subsidiaries, as contemplated by Section 5.05.

         SECTION 6.04. Restricted Payments. And shall ensure that the
Subsidiaries do not, (a) declare or pay any dividend, return any capital to its
shareholders, make any distribution of assets, share capital, obligations or
securities (or, to the extent they represent a distribution in lieu of a
dividend, warrants, rights or options) to any of its shareholders in their
capacity as such, purchase, redeem, retire, defease, exchange or otherwise
acquire for value all or any part of its issued share capital or any warrants,
rights or options to acquire any of its issued share capital (whether or not on
issue at the date of this Agreement), or (b) (i) make any distribution, whether
in cash, property, securities or a combination thereof, other than regular
scheduled payments of principal and interest as and when due (to the extent not
prohibited by applicable subordination provisions), in respect of, or (ii) pay,
or offer or commit to pay, or directly or indirectly redeem, repurchase, retire
or otherwise acquire for consideration, or set apart any sum for the aforesaid
purposes, any Financial Indebtedness that is subordinated in right of payment to
the Loans (each of the foregoing, a "Restricted Payment"), unless (A) no Event
of Default or Default has occurred which is continuing immediately prior to the
Restricted Payment and the Restricted Payment will not result in the occurrence
of an Event of Default or Default, (B) there is no breach of Section 6.09 and
(C) either (1) the Restricted Payment is made to Parent or a Wholly-Owned
Subsidiary (or, in the case of a Restricted Payment by a Subsidiary that is not
a Wholly-Owned Subsidiary, to all its owners pro rata in accordance with their
respective ownership interests), (2) in the case of an Excluded Subsidiary, to
the extent that it is Liquidated in accordance with Section 5.05, (3) the
Restricted Payment is made by Parent on Converting Preference Shares in an
amount

<PAGE>

                                                                              68

not to exceed A$19,000,000 in any Financial Year or (4) the Restricted Payment
is made in an amount not to exceed US$25,000,000 (or its equivalent) in the
aggregate over the life of the Facility; provided, however, that, from and after
September 30, 2003, Restricted Payments shall be permitted, without regard to
clause (C)(4) but subject to clauses (A) and (B) above and to the first further
proviso below, up to an aggregate amount in each Financial Year equal to (x) 25%
of Free Cash Flow from the immediately preceding Financial Year, if the Senior
Leverage Ratio on the immediately preceding Calculation Date was less than or
equal to 2.75 to 1.00 but greater than 2.50 to 1.00, or (y) 50% of Free Cash
Flow from the immediately preceding Financial Year, if the Senior Leverage Ratio
on the immediately preceding Calculation Date was less than or equal to 2.50 to
1.00 (it being understood that the amount in clause (C)(4) shall not be deemed
to include any Restricted Payments made pursuant to this proviso) (the "Free
Cash Flow Restricted Payments"); provided further that notwithstanding the
foregoing, Parent shall not, and shall ensure that the Subsidiaries do not, make
Restricted Payments if such payments would cause the sum of (x) the Free Cash
Flow Restricted Payments and (y) the Restricted Payments made with all or a
portion of the amount in clause (C)(4) to exceed A$60,000,000 in any Financial
Year; provided further that notwithstanding the foregoing, Parent or a
Subsidiary may (I) repay any Financial Indebtedness of an entity acquired
pursuant to Section 5.09 within 60 days of the consummation of such Permitted
Acquisition, (II) make payments in respect of Financial Indebtedness that is
subordinated in right of payment to the Loans solely with Equity Interests or in
kind, (III) refinance Financial Indebtedness pursuant to Section 6.01(a)(xv) and
(IV) repay NZ Holdings Capital Notes Bridge Loans in whole or in part with the
proceeds from the exercise of the August 2003 Options.

         SECTION 6.05. Capital Expenditures. Incur Capex at any time, and shall
ensure that no Subsidiary incurs Capex at any time, if this would cause the
aggregate amount of Capex incurred by Group Members in a Financial Year to
exceed the greater of (a) 20% of EBITDA for the Group for that Financial Year
and (b) the amount set out for that Financial Year below:

<TABLE>
<CAPTION>
Financial Year ended                    Amount
--------------------                    ------
<S>                                 <C>
   June 30, 2003                    A$100,000,000
   June 30, 2004                    A$170,000,000
   June 30, 2005                    A$150,000,000
   June 30, 2006                    A$130,000,000
   June 30, 2007                    A$120,000,000
   June 30, 2008                    A$120,000,000
</TABLE>

calculated, in the case of expenditures incurred in currencies other than
Australian dollars, at the Spot Rate at the time the expenditure is incurred.
The amount of permitted Capex set out above in respect of any Financial Year
shall be increased by the amount of unused permitted Capex for the immediately
preceding Financial Year (without giving effect to this sentence) up to an
amount that is 75% of the permitted Capex for such immediately preceding
Financial Year.

         SECTION 6.06. Mergers. And shall ensure that the Subsidiaries do not,
participate in any merger, demerger, amalgamation or reconstruction, except (i)
in favor of Parent or a Wholly-Owned Subsidiary (or, in the case of a merger,
demerger, amalgamation or reconstruction involving a Majority-Owned Subsidiary,
in such a way that the effective indirect ownership interest of Parent in that
Majority-Owned Subsidiary or its assets (as

<PAGE>

                                                                              69

appropriate) is not reduced) or (ii) in the case of an Excluded Subsidiary, to
the extent that it is Liquidated in accordance with Section 5.05.

         SECTION 6.07. Organization. Amend, and shall ensure that no Subsidiary
amends, its constitution, charter, by-laws or other constituent documents (i) in
a manner that would change its jurisdiction of incorporation or organization or
(ii) otherwise in any respect that would materially adversely affect the
interests of the Lenders, in either case, without the consent of the
Administrative Agent (acting on the instructions of the Required Lenders).

         SECTION 6.08. Interest on Capital Notes. Pay, and shall ensure that no
Subsidiary pays, any interest (in whole or in part) under the NZ Holdings
Capital Notes Bridge Facility or any other Capital Securities and must suspend,
and must ensure that any Subsidiary suspends, the payment of any such interest
in accordance with the provisions of the NZ Holdings Capital Notes Bridge
Facility Agreement or the relevant documentation for such Capital Securities (as
applicable) (i) in the case of Capital Securities only, prior to the date on
which the calculation of the Interest Suspension Financial Covenants for the
first Calculation Date has been delivered to the Administrative Agent, and (ii)
if at any time there is a breach of any of the Interest Suspension Financial
Covenants and for so long as that breach continues.

         SECTION 6.09. Fixed Charge Coverage Ratio. Permit the Fixed Charge
Coverage Ratio for each period of 12 months that ends on a Calculation Date that
occurs in a period set out in the following table to be less than the amount set
out below:

<TABLE>
<CAPTION>
                 Period                               Ratio
                 ------                               -----
<S>                                               <C>
Closing Date through December 31, 2004            1.10 to 1.00
Thereafter                                        1.20 to 1.00
</TABLE>

         SECTION 6.10. Leverage Ratio. Permit the Leverage Ratio for each period
of 12 months that ends on a Calculation Date that occurs in a period set out in
the following table to be more than the amount set out below:

<TABLE>
<CAPTION>
                 Period                               Ratio
                 ------                               -----
<S>                                               <C>
Closing Date through December 31, 2003            4.90 to 1.00
January 1, 2004 through June 30, 2004             4.75 to 1.00
July 1, 2004 through December 31, 2004            4.25 to 1.00
January 1, 2005 through June 30, 2005             4.00 to 1.00
July 1, 2005 through December 31, 2005            3.75 to 1.00
January 1, 2006 through June 30, 2006             3.50 to 1.00
Thereafter                                        3.25 to 1.00
</TABLE>

<PAGE>

                                                                              70

         SECTION 6.11. Interest Coverage Ratio. Permit the Interest Coverage
Ratio for each period of 12 months that ends on a Calculation Date that occurs
in a period set out in the following table to be less than the amount set out
below:

<TABLE>
<CAPTION>
                 Period                               Ratio
                 ------                               -----
<S>                                               <C>
Closing Date through December 31, 2003            2.10 to 1.00
January 1, 2004 through June 30, 2004             2.25 to 1.00
July 1, 2004 through June 30, 2005                2.50 to 1.00
July 1, 2005 through June 30, 2006                2.75 to 1.00
Thereafter                                        3.00 to 1.00
</TABLE>

         SECTION 6.12. Senior Interest Coverage Ratio. Permit the Senior
Interest Coverage Ratio for each period of 12 months that ends on a Calculation
Date that occurs in a period set out in the following table to be less than the
amount set out below:

<TABLE>
<CAPTION>
                 Period                               Ratio
                 ------                               -----
<S>                                               <C>
Closing Date through December 31, 2003            3.75 to 1.00
January 1, 2004 through June 30, 2004             4.00 to 1.00
July 1, 2004 through December 31, 2004            4.25 to 1.00
January 1, 2005 through June 30, 2005             4.50 to 1.00
Thereafter                                        4.75 to 1.00
</TABLE>

         SECTION 6.13. Investments, Loans and Advances. And shall ensure that
the Subsidiaries do not, purchase, hold or acquire any Equity Interests,
evidences of indebtedness or other securities of, make or permit to exist any
loans or advances to, or make or permit to exist any investment or any other
interest in, any other person, except:

                  (a) (i) investments by Parent, the Borrower and the other
         Subsidiaries existing on the date of this Agreement (and, in the case
         of investments in non-Group Members, set forth in Schedule 12) and (ii)
         additional investments by Parent, the Borrower and the other
         Subsidiaries in the Equity Interests of the Borrower and the other
         Subsidiaries; provided that (A) any such Equity Interests held by a
         Group Security Provider shall be subject to a Security and (B) the
         aggregate amount of investments by Group Security Providers in, and
         loans and advances by Group Security Providers to, Subsidiaries that
         are not Group Security Providers (net of the aggregate amount of any
         dividends, distributions or loan repayments received by Group Security
         Providers from Subsidiaries that are not Group Security Providers)
         shall not exceed US$25,000,000 in any Financial Year;

                  (b) Permitted Investments;

                  (c) loans or advances made by Parent or the Borrower to any
         Subsidiary and made by any Subsidiary to Parent, the Borrower or any
         other Subsidiary; provided that (i) any such loans and advances made by
         a Group Security Provider shall be subject to a Security and (ii) the
         amount of such loans and advances made by Group Security Providers to
         Subsidiaries that are not Group Security Providers shall be subject to
         the limitation set forth in paragraph (a) above;

<PAGE>

                                                                              71

                  (d) investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (e) Group Members may make loans and advances in the ordinary
         course of business to their respective employees so long as the
         aggregate principal amount thereof at any time outstanding (determined
         without regard to any write-downs or write-offs of such loans and
         advances) shall not exceed US$5,000,000;

                  (f) Group Members may enter into Hedging Arrangements pursuant
         to Section 5.03;

                  (g) Group Members may make Permitted Acquisitions (including
         the repayment, refinancing, purchase or repurchase of debt of the
         acquired entity pursuant to Section 5.09, Section 6.01(a)(xv) and
         Section 6.04);

                  (h) investments in, and loans and advances to, Associates by
         Group Members so long as the aggregate amount invested, loaned or
         advanced pursuant to this paragraph (h) (determined without regard to
         any write-downs or write-offs of such investments, loans and advances
         and net of the aggregate amount of any dividends, distributions or loan
         repayments received by Group members from Associates) does not exceed
         US$25,000,000 in any Financial Year;

                  (i) investments in receivables owing to Parent or any
         Subsidiary if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided that such trade terms may include such concessionary trade
         terms as Parent or any such Subsidiary deems reasonable under the
         circumstances;

                  (j) investments in payroll, travel and similar advances to
         cover matters that are expected at the time of such advances ultimately
         to be treated as expenses for accounting purposes and that are made in
         the ordinary course of business;

                  (k) investments in any person to the extent such investments
         represent the non-cash portion of the consideration received for a
         Permitted Asset Disposal made pursuant to Section 5.07;

                  (l) investments in any person to the extent such investments
         consist of prepaid expenses, negotiable instruments held for collection
         and lease, utility and workers' compensation, performance and other
         similar deposits made in the ordinary course of business by Parent or
         any Subsidiary;

                  (m) investments in any person to the extent such investments
         consist of Parent or a Subsidiary funding a benefit plan for employees
         of Parent and the Subsidiaries;

                  (n) in addition to investments permitted by paragraphs (a)
         through (m) above, additional investments, loans and advances by Group
         Members so long as the aggregate amount invested, loaned or advanced
         pursuant to this paragraph (n) (determined without regard to any
         write-downs or write-offs of such investments,

<PAGE>

                                                                              72

         loans and advances) does not exceed US$20,000,000 in the aggregate at
         any time outstanding; and

                  (o) in addition to investments permitted by paragraphs (a)
         through (n) above, additional investments, loans and advances by Group
         Members so long as the amounts invested, loaned or advanced pursuant to
         this paragraph (o) (determined without regard to any write-downs or
         write-offs of such investments, loans and advances) in any Financial
         Year do not exceed the sum of the Borrower's Portion of Free Cash Flow
         and the Borrower's Portion of Equity Proceeds.

         SECTION 6.14. Transactions with Affiliates. And shall ensure that the
Subsidiaries do not, enter into or permit to exist any transaction (including
the purchase, sale, lease or exchange of any property, employee compensation
arrangements or the rendering of any service) with, or for the benefit of, any
Affiliate of Parent (an "Affiliate Transaction") unless the terms of the
Affiliate Transaction are no less favorable to Parent or such Subsidiary than
those that could be obtained at the time of the Affiliate Transaction in
arm's-length dealings with a person who is not an Affiliate; provided, however,
that the provisions of this Section 6.14 shall not prohibit (a) any Restricted
Payment permitted by Section 6.04; (b) any investment, loan or advance, in each
case permitted to be made pursuant to Section 6.01 or Section 6.13; (c) any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, share
options and share ownership plans approved by the board of directors of Parent;
(d) the payment of reasonable and customary directors' fees, indemnification and
similar arrangements, employee salaries, bonuses or employment agreements,
consulting agreements, compensation or employee benefit arrangements and
incentive arrangements with any officer, director or employee of Parent or any
other Group Member entered into in the ordinary course of business; (e) any
transaction with or among Group Security Providers; (f) the issuance or sale of
any Equity Interests of Parent, including pursuant to share options; (g) any
financial advisory, investment banking, commercial banking, corporate trust,
insurance, institutional fund management and similar financial or ancillary
services provided by any person in the ordinary course of business and on
commercially reasonable terms; (h) any transaction with or among Group Members
or Associates entered into in the ordinary course of business that the board of
directors of Parent determines to be in the best interest of the Group; and (i)
any agreement or arrangement in effect on the Closing Date and described in
Schedule 13, as the same may be amended, modified or replaced from time to time
(provided that the amended, modified or replaced agreement or arrangement is not
less favorable in any material respect to Parent and the Subsidiaries than that
in effect on the Closing Date).

                                   ARTICLE VII

                                Events of Default

         Each of these events or circumstances is an "Event of Default":

                  (a) (non-payment of principal) if the Borrower fails to pay
         any amount of principal of any Loan that is due and payable when it is
         due (whether on a Repayment Date, the date fixed for prepayment
         thereof, the acceleration thereof or otherwise);

<PAGE>

                                                                              73

                  (b) (non-payment of other amounts) if a Group Party fails to
         pay any amount hereunder other than principal of any Loan that is due
         and payable within two Business Days of its due date;

                  (c) (other obligations) if a Group Party fails to comply with
         any of its obligations under any Transaction Document (other than a
         failure referred to elsewhere in this Article or a failure to comply
         with Section 5.01(f)) and (i) the Administrative Agent (acting at the
         direction of the Required Lenders) reasonably considers that the
         failure cannot be remedied or (ii) the Administrative Agent (acting at
         the direction of the Required Lenders) reasonably considers that the
         failure can be remedied, and the failure is not remedied within 15
         Business Days after notice thereof by the Administrative Agent to
         Parent;

                  (d) (misrepresentation) if any representation, warranty or
         statement made by, any Group Member in or in connection with any
         Transaction Document (other than under Section 3.01(d)) is untrue or
         misleading (whether by omission or otherwise) in any material respect
         when so made or repeated;

                  (e) (Insolvency Event) if an Insolvency Event occurs in
         respect of a Group Party or any other Subsidiary, other than a
         Liquidation of an Excluded Subsidiary in accordance with Section 5.05;

                  (f) (maintenance of capital) if Parent passes a resolution (i)
         to permit the giving of financial assistance, whether directly or
         indirectly, for the purpose of, or in connection with, an acquisition
         or proposed acquisition by a person of shares or of any right or
         interest in shares in it or in any holding company of it, (ii) for the
         reduction of its share capital (including the purchase of its shares
         but excluding a redemption of redeemable shares) except as permitted
         under this Agreement or (iii) to limit its ability to make calls on its
         uncalled share capital, without the consent of the Administrative
         Agent;

                  (g) (Material Adverse Effect) if an event or a change occurs
         or a series of events or changes occur which have or is or are likely
         to have a Material Adverse Effect (excluding any event or change that
         may arise as a consequence of the announcement or consummation of the
         Offer or any Options Offer or the financing for the Offer or any
         Options Offer);

                  (h) (cross-default) if (i) any Financial Indebtedness of any
         Group Member in an amount exceeding A$40,000,000 (or its equivalent)
         becomes due for payment or delivery (other than at the option of the
         relevant Group Member) before the stated maturity of that Financial
         Indebtedness as a result of a default or event of default (however
         described) (except in the case of the Existing Senior Loan Agreements
         or any Financial Indebtedness of Goodman Fielder or any of its
         subsidiaries prior to Goodman Fielder becoming a Wholly-Owned
         Subsidiary so long as such Financial Indebtedness of Goodman Fielder or
         such subsidiary is repaid promptly after the Control Date), (ii) an
         agreement by any person with any Group Member to provide or underwrite
         financial accommodation in an amount exceeding A$40,000,000 (or its
         equivalent), or to acquire or assume any risk in respect of Financial
         Indebtedness in an amount exceeding A$40,000,000 (or its equivalent),
         is prematurely terminated as a result of a default or event of default
         (however described) (except in the case of the Existing Senior Loan
         Agreements or

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                                                                              74

         any Financial Indebtedness of Goodman Fielder or any of its
         subsidiaries prior to Goodman Fielder becoming a Wholly-Owned
         Subsidiary) or (iii) any money or commodity owing or deliverable by any
         Group Member in respect of any Financial Indebtedness in an amount
         exceeding A$40,000,000 (or its equivalent) is not paid or delivered
         when due for payment or delivery (having regard to any applicable grace
         period) (except in the case of the Existing Senior Loan Agreements or
         any Financial Indebtedness of Goodman Fielder or any of its
         subsidiaries prior to Goodman Fielder becoming a Wholly-Owned
         Subsidiary);

                  (i) (creation of Encumbrances) if any Group Member creates or
         permits to exist any Encumbrance over any of its property, other than a
         Permitted Encumbrance;

                  (j) (enforcement of Encumbrances) if any Encumbrance over
         property of a Group Member that secures an amount in excess of
         A$20,000,000 becomes enforceable;

                  (k) (compulsory acquisition) if all or a material part of the
         property of a Group Member is compulsorily acquired by any Government
         Agency or a Group Member sells or divests itself of all or a material
         part of its property because it is required to do so by a binding order
         from a Government Agency, and the Group Member does not receive
         compensation for the acquisition, sale or disposal that is acceptable
         to the Administrative Agent;

                  (l) (inability to perform) if a Group Member ceases for any
         reason to be able lawfully to carry out all the transactions that any
         Transaction Document contemplates may be carried out by it, unless
         arrangements satisfactory to the Administrative Agent to replace the
         relevant provision are not agreed and implemented to the satisfaction
         of the Administrative Agent within 20 Business Days (or, if Parent
         demonstrates to the satisfaction of the Administrative Agent within
         that period that it is diligently pursuing a replacement of the
         relevant provision and that the relevant provision will be able to be
         replaced as required within such longer period as the Administrative
         Agent may approve, that longer period);

                  (m) (Security void) if (i) all or any material provision of
         any Security or any other Security Document is or becomes void,
         voidable, illegal or unenforceable or of limited force (other than
         because of equitable principles or laws affecting creditors' rights
         generally) or (ii) a Security is not or ceases to be a valid, perfected
         first-priority Security Interest in accordance with its terms over the
         property to which it is expressed to apply, or a Group Member claims
         this to be the case, unless the Administrative Agent determines in any
         such case that the affected provision is not material to the Lenders'
         overall security position;

                  (n) (other Transaction Documents void) if all or any material
         provision of any Transaction Document other than a Security is or
         becomes void, voidable, illegal or unenforceable or of limited force
         (other than because of equitable principles or laws affecting
         creditors' rights generally), or a Group Member claims this to be the
         case, unless arrangements satisfactory to the Administrative Agent to
         replace that provision are not agreed and implemented to the
         satisfaction of the Administrative Agent within 20 Business Days (or,
         if Parent demonstrates to the

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                                                                              75

         satisfaction of the Administrative Agent within that period that it is
         diligently pursuing a replacement of the relevant provision and that
         the relevant provision will be able to be replaced as required within
         such longer period as the Administrative Agent may approve, that longer
         period);

                  (o) (Financial Indebtedness) if Parent or a Subsidiary incurs
         Financial Indebtedness in breach of Section 6.01;

                  (p) (loss of material Authorizations) if a Group Member ceases
         to hold (i) an Authorization that is necessary to enable it to properly
         execute the Transaction Documents and to carry out the transactions
         that they contemplate and to ensure that each Transaction Document is
         legal, valid, binding and admissible in evidence or (ii) any material
         Authorization that is necessary to enable it to properly carry on its
         business and this has a Material Adverse Effect, and if the
         Administrative Agent reasonably considers that the cessation can be
         remedied, the cessation is not remedied within 15 Business Days after
         the Administrative Agent requires Parent to remedy it;

                  (q) (environmental breach) if a Group Member breaches an
         Environmental Law that is applicable to it, its business or its
         property in a manner that has a Material Adverse Effect;

                  (r) (Change in Control) if a Change in Control occurs which is
         not rectified or remedied within 30 days so as to remove the Change in
         Control;

                  (s) (involuntary U.S. proceeding) an involuntary proceeding
         shall be commenced or an involuntary petition shall be filed seeking
         (i) liquidation, reorganization or other relief in respect of Parent or
         any Subsidiary or its debts, or of a substantial part of its assets,
         under any United States Federal or state bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect (a "US
         Insolvency Law") or (ii) the appointment of a receiver, trustee,
         custodian, sequestrator, conservator or similar official for Parent or
         any Subsidiary or for a substantial part of its assets under any US
         Insolvency Law, and, in any such case, such proceeding or petition
         shall continue undismissed for 60 days or an order or decree approving
         or ordering any of the foregoing shall be entered; and

                  (t) (voluntary U.S. proceeding) Parent or any Subsidiary shall
         (i) voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any US Insolvency
         Law, (ii) consent to the institution of, or fail to contest in a timely
         and appropriate manner, any proceeding or petition described in
         paragraph (s) above, (iii) apply for or consent to the appointment of a
         receiver, trustee, custodian, sequestrator, conservator or similar
         official for Parent or any Subsidiary or for a substantial part of its
         assets under any US Insolvency Law, (iv) file an answer admitting the
         material allegations of a petition filed against it in any such
         proceeding or (v) take any action for the purpose of effecting any of
         the foregoing.

         In case of the happening of an Event of Default, then, and in every
such event (other than a U.S. Insolvency Event with respect to Parent or the
Borrower), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by
notice to the Borrower, take either or both of the

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                                                                              76

following actions, at the same or different times: (i) terminate forthwith the
Commitments and (ii) declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder, shall
become forthwith due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein to the contrary notwithstanding; and
immediately upon the occurrence of a U.S. Insolvency Event with respect to
Parent or the Borrower, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder, shall automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrower, anything contained herein to the contrary
notwithstanding.

         Notwithstanding the foregoing, no Event of Default or Default will
occur if (i) Parent breaches Section 4.11 of the indenture dated as of June 21,
2002, governing the Subordinated Notes (the "Indenture"), as a result of Parent
failing to cause Goodman Fielder or any of its subsidiaries to provide a
Guaranty Agreement (as defined in the Indenture) at the time that BPC1 acquires
more than 50% of the ordinary shares of Goodman Fielder or any of its
subsidiaries or (ii) an Event of Default (under and as defined in the Indenture)
occurs under Section 6.01(6) thereof as a result of any Indebtedness (as defined
in the Indenture) of Goodman Fielder or any of its subsidiaries that is
outstanding at the time that BPC1 acquires more than 50% of the ordinary shares
of Goodman Fielder or any of its subsidiaries being unpaid or accelerated prior
to the Control Date, in each case unless and until the Trustee (as defined in
the Indenture) (or the Holders (as defined in the Indenture) of at least 25% in
principal amount of the Securities (as defined in the Indenture)) declares the
principal of, and accrued but unpaid interest on, the Securities (as defined in
the Indenture) to be due and payable.

                                  ARTICLE VIII

                            The Administrative Agent

         Each of the Lenders hereby irrevocably appoints the Administrative
Agent its agent and authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms of the Transaction Documents, together with such actions and
powers as are reasonably incidental thereto. Without limiting the generality of
the foregoing, the Administrative Agent is hereby expressly authorized to
instruct the Security Trustee with respect to any and all documents (including
releases) and actions that it may take with respect to the Securities and the
rights of the parties secured thereunder with respect thereto, as contemplated
by and in accordance with the provisions of this Agreement and the Transaction
Documents.

         The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with Parent, the

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                                                                              77

Borrower or any Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent hereunder.

         The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Transaction Documents. Without limiting
the generality of the foregoing, (a) the Administrative Agent shall not be
subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.08), and (c) except as
expressly set forth in the Transaction Documents, the Administrative Agent shall
not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to Parent, the Borrower or any of the
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.08) or in the absence of its own gross negligence or
wilful misconduct. The Administrative Agent shall not be deemed to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by Parent, the Borrower or a Lender, and the Administrative
Agent (acting in its capacity as such) shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Transaction Document, (ii) the contents of any
certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Transaction Document by
any party other than itself, (iv) the validity, enforceability, effectiveness or
genuineness of any Transaction Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article IV or
elsewhere in any Transaction Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

         The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper person. The Administrative Agent
may also rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper person, and shall not incur any liability
for relying thereon. The Administrative Agent may consult with legal counsel
(who may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

         The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by it. The Administrative Agent and any such sub-agent may perform any
and all its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the Commitments as well as
activities as Administrative Agent.

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                                                                              78

         Subject to the appointment and acceptance of a successor Administrative
Agent as provided below, the Administrative Agent may resign at any time by
notifying the Lenders and the Borrower. Upon any such resignation, the Required
Lenders shall have the right, with the consent of the Borrower (which consent
shall not be unreasonably withheld or delayed), to appoint a successor;
provided, however, that the consent of the Borrower shall not be required to any
such appointment during the continuance of any Event of Default. If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, with the
consent of Parent (which consent shall not be unreasonably withheld or delayed),
on behalf of the Lenders, appoint a successor Administrative Agent which shall
be a bank with an office in New York, New York, or an Affiliate of any such
bank; provided, however, that the consent of Parent shall not be required to any
such appointment during the continuance of any Event of Default. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 9.05 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while acting as Administrative Agent.

         Each Lender agrees for the benefit of the Security Trustee that any
instruction that the Administrative Agent gives the Security Trustee in relation
to the Security Trust Deed, the Deed of Debenture Trust or any other Security
Document will be taken, to the extent necessary, to have been given by the
Required Lenders, and that the Security Trustee may assume this to be the case
without enquiry. Each Lender acknowledges that the Administrative Agent will
hold the benefit of the promise in this paragraph on trust for the Security
Trustee.

         The Administrative Agent will direct the Security Trustee in accordance
with clause 3.3 of the Security Trust Deed to waive the requirement that Parent
comply with its obligations under the last sentence of clause 3.22 of the
Security Trust Deed during the term of this Agreement. The Administrative Agent
may however require Parent to produce an opinion of counsel of the type referred
to in the last sentence of clause 3.22 of the Security Trust Deed in relation to
a particular jurisdiction at any time if it reasonably considers it necessary to
do so.

         Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement
or any other Transaction Document, any related agreement or any document
furnished hereunder or thereunder.

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                                                                              79

                                   ARTICLE IX

                                  Miscellaneous

         SECTION 9.01. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

                  (a) if to the Borrower or Parent, to it at Level 23, 56 Pitt
         Street, Sydney, NSW, 2000, Australia, Attention of Helen Golding,
         Company Secretary and General Counsel (Telecopy No. +61-2-9247-3272);

                  (b) if to the Administrative Agent, to Credit Suisse First
         Boston, Eleven Madison Avenue, New York, NY 10010, Attention of Agency
         Services (Telecopy No. +1-212-325-8304); and

                  (c) if to a Lender, to it at its address (or telecopy number)
         set forth in Schedule 2 or in the Assignment and Acceptance pursuant to
         which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be regarded as given and received
(i) if it is delivered or sent by fax (A) by 5:00 p.m. (local time in the place
of receipt) on a Business Day, on that day, or (B) after 5:00 p.m. (local time
in the place of receipt) on a Business Day or on a day that is not a Business
Day, on the next Business Day, and (ii) if it is sent by mail, on actual
receipt.

         SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower or Parent herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Transaction Document shall be considered
to have been relied upon by the Lenders and shall survive the making by the
Lenders of the Loans, regardless of any investigation made by the Lenders or on
their behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any Fee or any other amount
payable under this Agreement or any other Transaction Document is outstanding
and unpaid and so long as the Commitments have not been terminated. The
provisions of Sections 2.14, 2.16, 2.20 and 9.05 shall remain operative and in
full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Commitments, the invalidity
or unenforceability of any term or provision of this Agreement or any other
Transaction Document, or any investigation made by or on behalf of the
Administrative Agent or any Lender.

         SECTION 9.03. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower, Parent and the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties
hereto.

         SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the permitted successors and assigns of such party; and all covenants,
promises and agreements by or on

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                                                                              80

behalf of the Borrower, Parent, the Administrative Agent or the Lenders that are
contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.

          (b) Each Lender may assign to one or more assignees all or a portion
of its interests, rights and obligations under this Agreement (including all or
a portion of its Commitment and the Loans at the time owing to it); provided,
however, that (i) except in the case of an assignment to a Lender or an
Affiliate or Related Fund of a Lender, (A) the Borrower and the Administrative
Agent must give their prior written consent to such assignment (which consent
shall not be unreasonably withheld); provided, however, that the consent of the
Borrower shall not be required to any such assignment during the continuance of
any Event of Default and (B) the amount of the Commitment or Loan of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than US$1,000,000 (or, if less, the
entire remaining amount of such Lender's Commitment or Loan), (ii) the parties
to each such assignment shall either (A) execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of US$3,500, or (B) electronically execute and deliver to
the Administrative Agent an Assignment and Acceptance via an electronic
settlement system acceptable to the Administrative Agent (which initially shall
be ClearPar, LLC but shall also include any such other electronic settlement
system as may be notified by the Administrative Agent from time to time) and
(iii) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire and the applicable tax
forms. Upon acceptance and recording pursuant to paragraph (e) of this Section
9.04, from and after the effective date specified in each Assignment and
Acceptance, (A) the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Acceptance, have the
rights and obligations of a Lender under this Agreement and (B) the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled
to the benefits of Sections 2.14, 2.16, 2.20 and 9.05, as well as to any Fees
accrued for its account and not yet paid). Notwithstanding the foregoing, no
assignee, which as of the date of any assignment to it pursuant to this Section
9.04(b) would be entitled to receive any greater payment under Section 2.14,
2.16 or 2.20 than the assigning Lender would have been entitled to receive as of
such date under such Sections with respect to the rights assigned, shall be
entitled to receive such greater payments unless the Borrower has consented in
writing to the assignment and agreed in writing to waive the benefit of this
sentence.

          (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Commitment and the outstanding balance of its Loans, without giving effect
to assignments thereof which have not become effective, are as set forth in such
Assignment and Acceptance; (ii) except as set forth in (i) above, such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement, or the execution, legality, validity,
enforceability, genuineness, sufficiency or

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                                                                              81

value of this Agreement, any other Transaction Document or any other instrument
or document furnished pursuant hereto, or the financial condition of the
Borrower or any Subsidiary or the performance or observance by the Borrower or
any Subsidiary of any of its obligations under this Agreement, any other
Transaction Document or any other instrument or document furnished pursuant
hereto; (iii) such assignee represents and warrants that it is legally
authorized to enter into such Assignment and Acceptance; (iv) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the most recent Financial Statements referred to in Section 3.02(b) or delivered
pursuant to Section 5.02 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (v) such assignee will independently and without
reliance upon the Administrative Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with
their terms all the obligations which by the terms of this Agreement are
required to be performed by it as a Lender.

         (d) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive and the Borrower, the Administrative Agent and the Lenders may treat
each person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrower
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

         (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee required by paragraph (b)
above (if any), the applicable tax forms completed in respect of the assignee
(unless the assignee shall already be a Lender hereunder) and, if required, the
written consent of the Borrower and the Administrative Agent to such assignment,
the Administrative Agent shall (i) accept such Assignment and Acceptance and
(ii) record the information contained therein in the Register. No assignment
shall be effective unless it has been recorded in the Register as provided in
this paragraph (e).

         (f) Each Lender may without the consent of the Borrower or the
Administrative Agent sell participations to one or more banks or other entities
in all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided, however, that (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) the participating
banks or other entities shall be entitled to the benefit of the cost protection
provisions contained in Sections 2.14, 2.16 and 2.20 to the same extent as if
they were Lenders (but, with respect

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                                                                              82

to any particular participant, to no greater extent than the Lender that sold
the participation to such participant) and (iv) the Borrower, the Administrative
Agent and the Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement, and such Lender shall retain the sole right to enforce the
obligations of the Borrower relating to the Loans and to approve any amendment,
modification or waiver of any provision of this Agreement (other than
amendments, modifications or waivers decreasing any fees payable hereunder or
the amount of principal of or the rate at which interest is payable on the
Loans, extending any scheduled principal payment date or date fixed for the
payment of interest on the Loans, increasing or extending the Commitments or
releasing any Guarantor or all or substantially all of the Securities). All
amounts payable by the Borrower to any Lender hereunder in respect of any Loan
and the applicability of the costs protection provisions contained in Section
2.14, 2.16 and 2.20 shall be determined as if such Lender had not sold or agreed
to sell any participation in such Loan, and as if such Lender were funding the
participated portion of such Loan the same way that it is funding the portion of
such Loan in which no participation has been sold.

         (g) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower; provided that, prior to any such disclosure of
information, each such assignee or participant or proposed assignee or
participant shall execute an agreement whereby such assignee or participant
shall agree (subject to customary exceptions) to preserve the confidentiality of
such confidential information on terms no less restrictive than those applicable
to the Lenders pursuant to Section 9.17.

         (h) Any Lender may (without the consent of the Borrower or the
Administrative Agent) at any time assign all or any portion of its rights under
this Agreement to secure extensions of credit to such Lender or in support of
obligations owed by such Lender (including, if such Lender is a fund that
invests in bank loans, to a trustee for holders of obligations owed, or
securities issued, by such fund); provided that no such assignment shall release
a Lender from any of its obligations hereunder or substitute any such assignee
for such Lender as a party hereto and any foreclosure or exercise of remedies by
such assignee or trustee shall be subject to the provisions of this Section 9.04
regarding assignments in all respects.

         (i) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to make any Loan and
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender as if it had made such Loan itself). In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the

<PAGE>

                                                                              83

termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the
contrary contained in this Section 9.04, any SPC may (i) with notice to, but
without the prior written consent of, the Borrower and the Administrative Agent
and without paying any processing fee therefor, assign all or a portion of its
interests in any Loans to the Granting Lender or to any financial institutions
(consented to by the Borrower and Administrative Agent) providing liquidity
and/or credit support to or for the account of such SPC to support the funding
or maintenance of Loans and (ii) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancement to such
SPC. Notwithstanding the foregoing, no SPC, which as of the date of any granting
to it pursuant to this Section 9.04(i) would be entitled to receive any greater
payment under Section 2.14, 2.16 or 2.20 than the Granting Lender would have
been entitled to receive as of such date under such Sections with respect to the
rights granted, shall be entitled to receive such greater payments unless the
Borrower has consented in writing to the granting and agreed in writing to waive
the benefit of this sentence.

         (j) Neither Parent nor the Borrower shall assign or delegate any of its
rights or duties hereunder without the prior written consent of the
Administrative Agent and each Lender, and any attempted assignment without such
consent shall be null and void.

         SECTION 9.05. Expenses; Indemnity. (a) The Borrower and Parent agree,
jointly and severally, to pay all reasonable out-of-pocket expenses incurred by
the Administrative Agent in connection with the syndication of the Commitments
and the preparation and administration of this Agreement and the other
Transaction Documents or in connection with any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
hereby or thereby contemplated shall be consummated) or incurred by the
Administrative Agent or any Lender in connection with the enforcement or
protection of its rights in connection with this Agreement and the other
Transaction Documents or in connection with the Loans made issued hereunder,
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Moore, counsel for the Administrative Agent and, in connection with any such
enforcement or protection, the reasonable fees, charges and disbursements of any
other counsel for the Administrative Agent or any Lender.

         (b) The Borrower and Parent agree, jointly and severally, to indemnify
the Administrative Agent, each Lender and each Related Party of any of the
foregoing persons (each such person being called an "Indemnitee") against, and
to hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees, charges and
disbursements, incurred by or asserted against any Indemnitee arising out of, in
any way connected with, or as a result of (i) the execution or delivery of this
Agreement or any other Transaction Document or any agreement or instrument
contemplated thereby, the performance by the parties thereto of their respective
obligations thereunder or the consummation of the Transactions and the other
transactions contemplated thereby, (ii) the use of the proceeds of the Loans,
(iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto or (iv) any actual
or alleged presence or release of hazardous or environmentally sensitive
materials on any property owned or operated by

<PAGE>

                                                                              84

Parent, the Borrower or any of the other Subsidiaries, or any Environmental
Liability related in any way to Parent, the Borrower or any of the other
Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the bad faith, gross negligence
or wilful misconduct of such Indemnitee.

         (c) To the extent that Parent and the Borrower fail to pay any amount
required to be paid by them to the Administrative Agent under paragraph (a) or
(b) of this Section, each Lender severally agrees to pay to the Administrative
Agent such Lender's pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent in its capacity as such. For purposes
hereof, a Lender's "pro rata share" shall be determined based upon its share of
the outstanding Loans.

         (d) To the extent permitted by applicable law, neither Parent nor the
Borrower shall assert, and each hereby waives, any claim against any Indemnitee,
on any theory of liability, for indirect or consequential damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of,
this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or the use of the proceeds thereof.

         (e) The provisions of this Section 9.05 shall remain operative and in
full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Commitments, the invalidity
or unenforceability of any term or provision of this Agreement or any other
Transaction Document, or any investigation made by or on behalf of the
Administrative Agent or any Lender. All amounts due under this Section 9.05
shall be payable on written demand therefor.

         SECTION 9.06. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, except to the extent prohibited by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of any Group Member against any of and all the
obligations for moneys owing by any Group Member under this Agreement or the
other Transaction Documents to such Lender. The rights of each Lender under this
Section 9.06 are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

         SECTION 9.07. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

         SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent or any Lender in exercising any power or right hereunder or
under any other Transaction Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder and under the other Transaction Documents are cumulative and

<PAGE>

                                                                              85

are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or any other Transaction Document or
consent to any departure by the Borrower or any other Group Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph
(b) below, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice or demand on
the Borrower or Parent in any case shall entitle the Borrower or Parent to any
other or further notice or demand in similar or other circumstances.

         (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower, Parent and the Required Lenders; provided,
however, that no such agreement shall (i) decrease the principal amount of, or
extend the maturity of or any scheduled principal payment date or date for the
payment of any interest on any Loan, or waive or excuse any such payment or any
part thereof, or decrease the rate of interest on any Loan, without the prior
written consent of each Lender affected thereby, (ii) increase or extend the
Commitment or decrease or extend the date for payment of the fees of any Lender
without the prior written consent of such Lender, (iii) amend or modify the pro
rata requirements of Section 2.17, the provisions of Section 9.04(j) or release
any Guarantor or all or substantially all of the Securities, without the prior
written consent of each Lender, (iv) reduce the percentage contained in the
definition of the term "Required Lenders" (it being understood that with the
consent of the Required Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the Commitments on the date of this Agreement)
or (v) modify the protections afforded to an SPC pursuant to the provisions of
Section 9.04(i) without the written consent of such SPC; provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent hereunder or under any other Transaction Document
without the prior written consent of the Administrative Agent.

         SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section 9.09 shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

         SECTION 9.10. Entire Agreement. This Agreement, the Fee Letter and the
other Transaction Documents constitute the entire contract between the parties
relative to the Loans and Borrowings hereunder. Any other previous agreement
among the parties with respect to the subject matter hereof is superseded by
this Agreement and the other Transaction Documents. Nothing in this Agreement or
in the other Transaction Documents, expressed or implied, is intended to confer
upon any person (other than the parties hereto and thereto, their respective
successors and assigns permitted hereunder and, to the extent

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                                                                              86

expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any rights, remedies, obligations or liabilities under or
by reason of this Agreement or the other Transaction Documents.

         SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.11.

         SECTION 9.12. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

         SECTION 9.13. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together shall
constitute a single contract, and shall become effective as provided in Section
9.03. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

         SECTION 9.14. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

         SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) Each of
Parent and the Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect

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                                                                              87

any right that the Administrative Agent or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement against the Borrower,
Parent or their respective properties in the courts of any jurisdiction.

         (b) Each of Parent and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in
any New York State or Federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

         (c) Subject to paragraph (d), each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section
9.01. Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

         (d) Parent irrevocably designates, appoints and empowers CT Corporation
System ("CT Corporation"), with offices at 111 Eighth Avenue, 13th Floor, New
York, New York 10011, as its designee, appointee and authorized agent to receive
for and on its behalf service (i) of any and all legal process, summons, notices
and documents that may be served in any action, suit or proceeding brought
against it with respect to its obligations, liabilities or any other matter
arising out of or in connection with this Agreement and the other New
Transaction Documents and (ii) that may be made on such designee, appointee and
authorized agent in accordance with legal procedures prescribed for such courts,
and it being understood that the designation and appointment of CT Corporation
as such authorized agent shall become effective immediately without any further
action on its part. Parent represents to the Administrative Agent and the
Lenders that it has notified CT Corporation of such designation and appointment
and that CT Corporation has accepted the same, and that CT Corporation has been
paid its full fee for such designation, appointment and related services through
the date that is one year from the date of this Agreement. Parent agrees that,
to the extent permitted by law, service of process upon CT Corporation (or its
successors as agent for service of process) and written notice of said service
to Parent pursuant to Section 9.01 of this Agreement, shall be deemed in every
respect effective service of process upon it in any such suit or proceeding. If
for any reason such designee, appointee and agent hereunder shall cease to be
available to act as such, Parent agrees to designate a new designee, appointee
and agent in The City of New York, New York on the terms and for the purposes of
this Section 9.15(d) reasonably satisfactory to the Administrative Agent. Parent
further hereby irrevocably consents and agrees to the service of any and all
legal process, summons, notices and documents in any such action, suit or
proceeding against it by serving a copy thereof upon the relevant agent for
service of process referred to in this Section 9.15(d) (whether or not the
appointment of such agent shall for any reason prove to be ineffective or such
agent shall accept or acknowledge such service) and by mailing copies thereof by
registered or certified air mail, postage prepaid, to it at its address
specified in or designated pursuant to Section 9.01. Parent agrees that the
failure of any such designee, appointee and agent to give any notice of such
service to it shall not impair or affect in any way the validity of such service
or any judgment rendered in any action or proceeding based thereon. Nothing
herein shall in any way be deemed to limit the ability of the Administrative
Agent to serve any such legal process, summons, notices and documents in any
other manner permitted by applicable law.

<PAGE>

                                                                              88

         SECTION 9.16. Judgment Currency. (a) The obligations of the Borrower
and the other Group Parties hereunder to make payments in U.S. dollars (the
"Obligation Currency") shall not be discharged or satisfied by any tender or
recovery pursuant to any judgment expressed in or converted into any currency
other than the Obligation Currency, except to the extent that such tender or
recovery results in the effective receipt by the Administrative Agent or a
Lender of the full amount of the Obligation Currency expressed to be payable to
the Administrative Agent or such Lender under this Agreement or the other New
Transaction Documents. If, for the purpose of obtaining or enforcing judgment
against the Borrower or any other Group Party or in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other
than the Obligation Currency (such other currency being hereinafter referred to
as the "Judgment Currency") an amount due in the Obligation Currency, the
conversion shall be made at the Spot Rate as of the day on which the judgment is
given (the "Judgment Currency Conversion Date").

         (b) If there is a change in the rate of exchange prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, the Borrower covenants and agrees to pay, or cause to be paid, as a
separate obligation and notwithstanding any judgment, such additional amounts,
if any (but in any event not a lesser amount), as may be necessary to ensure
that the amount paid in the Judgment Currency, when converted at the rate of
exchange prevailing on the date of payment, will produce the amount of the
Obligation Currency which could have been purchased with the amount of Judgment
Currency stipulated in the judgment or judicial award at the rate of exchange
prevailing on the Judgment Currency Conversion Date.

         SECTION 9.17. Confidentiality. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
officers, directors, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority or quasi-regulatory authority (such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
in connection with the exercise of any remedies hereunder or under the other
Transaction Documents or any suit, action or proceeding relating to the
enforcement of its rights hereunder or thereunder, (e) subject to an agreement
containing provisions substantially the same as those of this Section 9.17, to
(i) any actual or prospective assignee of or participant in any of its rights or
obligations under this Agreement and the other Transaction Documents or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower or any Subsidiary or any of their
respective obligations, (f) with the consent of the Borrower or (g) to the
extent such Information becomes publicly available other than as a result of a
breach of this Section 9.17, (h) to the extent the disclosure is expressly
permitted by any Transaction Document or (i) to the extent any disclosure is
made in the Bid Documents or in any offer document for the New Subordinated
Notes or NZ Holdings Capital Notes. For the purposes of this Section 9.17,
"Information" shall mean all information received from the Borrower or Parent
and related to the Borrower or Parent or their business, other than any such
information that was available to the Administrative Agent or any Lender on a
nonconfidential basis prior to its disclosure by the Borrower or Parent;
provided that, in the case of Information received from the Borrower or Parent
after the date of this Agreement, such information is clearly identified at the
time of delivery as confidential. Any person required to maintain the
confidentiality of Information as provided in this Section 9.17 shall

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                                                                              89

be considered to have complied with its obligation to do so if such person has
exercised the same degree of care to maintain the confidentiality of such
Information as such person would accord its own confidential information.

         SECTION 9.18. Undertaking to Pay the Administrative Agent. (a) Without
limiting any other provision of this Agreement but subject to paragraph (b)
below, Parent undertakes as a primary obligation to pay to the Administrative
Agent an amount equal to each amount (as used in this Section 9.18, an
"Underlying Amount") that it or the Borrower is liable to pay to the
Administrative Agent, a Lender or an Affiliate of a Lender from time to time
under this Agreement or a Treasury Transaction with a Lender or an Affiliate of
a Lender (whether or not it remains a Lender or an Affiliate of a Lender) (a
"Swap Counterparty"), at the time and in the currency at and in which the
Underlying Amount is so payable.

         (b) The undertaking in paragraph (a) will be taken to be satisfied in
relation to an Underlying Amount if that Underlying Amount is actually and
irrevocably paid in accordance with the terms for its payment.

         SECTION 9.19. Obligations to Rank as Priority 1 Debenture Stockholder's
Debt. Parent acknowledges that it is a condition to any Loan being made
hereunder that (a) Parent issue Priority 1 Debenture Stock (as defined in the
Security Trust Deed) to the Administrative Agent and (b) Parent nominate this
Agreement as a "Priority 1 Transaction Document" for the purposes of the
Security Trust Deed.

         SECTION 9.20. Administrative Agent to Hold Payment Undertaking and
Debenture Stock on Trust. (a) The Administrative Agent declares that it holds
the benefit of Parent's undertaking in Section 9.18, together with the Priority
1 Debenture Stock that is issued to it as contemplated by Section 9.19, on trust
for itself, the Lenders and the Swap Counterparties from time to time.

         (b) The trust established under paragraph (a) commences on the date of
this Agreement and ends (unless it is terminated earlier by the Administrative
Agent with the consent of all Lenders and of all Swap Counterparties of which it
is notified under paragraph (c)) on the day before the 21st anniversary of the
date of this Agreement.

         (c) Each Lender must notify the Administrative Agent if it enters into
a Treasury Transaction with Parent or the Borrower, giving the Administrative
Agent sufficient details of the transaction to enable it to manage its rights
and obligations under this clause.

<PAGE>

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

                                  BURNS PHILP INC.,

                                      by: /s/ Helen Golding
                                          ____________________________
                                          Name: Helen Golding
                                          Title: Officer & Attorney

                                  BURNS, PHILP & COMPANY LIMITED,

                                      by: /s/ Helen Golding
                                          ____________________________
                                          Name: Helen Golding
                                          Title: Attorney

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

                                      by: /s/ Joseph J. Adipietro
                                          ____________________________
                                          Name: Joseph J. Adipietro
                                          Title: Director

                                      by: /s/ Christopher Lally
                                          ____________________________
                                          Name: Christopher Lally
                                          Title: Vice President


<PAGE>

             [SIGNATURE PAGE TO THE US$270,000,000 BURNS PHILP INC.
                                CREDIT AGREEMENT]

                   Name of Lender:  ____________________________________________

                                by  ____________________________________________
                                    Name:
                                    Title: