<PAGE>
                                                                   EXHIBIT 10.25

MALLESONS STEPHEN JAQUES

               Second Amendment and Restatement Agreement - TLA
               Senior Funding Agreement

               Dated

               BURNS, PHILP & COMPANY LIMITED (ABN 65 000 000 359)
               THE ENTITIES LISTED IN SCHEDULE 1
               CREDIT SUISSE FIRST BOSTON, MELBOURNE BRANCH
               (ABN 17 061 700 712)
               BOS INTERNATIONAL (AUSTRALIA) LIMITED (ABN 23 066 601 250)
               CREDIT AGRICOLE INDOSUEZ AUSTRALIA LIMITED (ABN 32 002 540 409)
               CREDIT SUISSE FIRST BOSTON, MELBOURNE BRANCH (ABN 17 061 700 712)
               THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 2

               MALLESONS STEPHEN JAQUES
               Level 28
               Rialto
               525 Collins Street
               Melbourne Vic 3000
               T +61 3 9643 4000
               F +61 3 9643 5999
               Email mel@mallesons.com
               DX 101 Melbourne
               www.mallesons.com
               6340711_2

<PAGE>
SECOND AMENDMENT AND RESTATEMENT AGREEMENT - TLA SENIOR
FUNDING AGREEMENT
Contents

<TABLE>
<S>                                                                     <C>
DETAILS                                                                  1

GENERAL TERMS                                                            3
--------------------------------------------------------------------------
1        AMENDMENTS                                                      3
--------------------------------------------------------------------------

2        CONFIRMATION AND ACKNOWLEDGEMENT                                3
2.1      Confirmation                                                    3
2.2      Transaction Document                                            3
--------------------------------------------------------------------------

3        GENERAL                                                         3
--------------------------------------------------------------------------

4        GOVERNING LAW                                                   3
--------------------------------------------------------------------------

5        INTERPRETATION                                                  3

5.1      Definitions                                                     3
5.2      Interpretation                                                  4

SIGNING PAGE                                                             7

ANNEXURE A                                                              12
</TABLE>

(C)Mallesons Stephen Jaques  SECOND AMENDMENT and Restatement Agreement -      i
second amendment and         TLA Senior Funding AGREEMENT 11 March 2003


<PAGE>

SECOND AMENDMENT AND RESTATEMENT AGREEMENT - TLA SENIOR FUNDING AGREEMENT
Details

INTERPRETATION - definitions are at the end of the General Terms

--------------------------------------------------------------------------------
PARTIES           PARENT, INITIAL BORROWER, LEAD ARRANGER AND UNDERWRITER,
                  CO-LEAD ARRANGER AND UNDERWRITER, FACILITY AGENT AND INITIAL
                  SUBSCRIBER
--------------------------------------------------------------------------------
PARENT            Name     BURNS, PHILP & COMPANY LIMITED (ABN 65 000 000 359)
--------------------------------------------------------------------------------
INITIAL BORROWER  Name     THE ENTITIES LISTED IN SCHEDULE 1
--------------------------------------------------------------------------------
LEAD ARRANGER     Name     CREDIT SUISSE FIRST BOSTON, MELBOURNE BRANCH (ABN 17
AND                        061 700 712)
UNDERWRITER
--------------------------------------------------------------------------------
CO-LEAD           Name     BOS INTERNATIONAL (AUSTRALIA) LIMITED (ABN 23 066 601
ARRANGER AND               250) AND CREDIT AGRICOLE INDOSUEZ AUSTRALIA LIMITED
UNDERWRITER                (ABN 32 002 540 409)
--------------------------------------------------------------------------------
FACILITY AGENT    Name     CREDIT SUISSE FIRST BOSTON, MELBOURNE BRANCH (ABN 17
                           061 700 712)
--------------------------------------------------------------------------------
INITIAL           Name     THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 2
SUBSCRIBER
--------------------------------------------------------------------------------
RECITALS          1.    BPC1, the Parent, the Lead Arranger and Underwriter,
                        Co-Lead Arranger and Underwriter and the Facility Agent
                        executed the Original Document.

                  2.    The parties to this document intend to amend and restate
                        the Original Document on and from the Effective Date.
--------------------------------------------------------------------------------
EFFECTIVE DATE    The date of this agreement.
(clause 5)

(C)Mallesons Stephen Jaques     Second Amendment and Restatement Agreement     1
second amendment and            - TLA Senior Funding Agreement 11 March
restatement agreement - tla     2003

<PAGE>

--------------------------------------------------------------------------------
ORIGINAL          TLA Senior Funding Agreement dated 16 January 2003 between
DOCUMENT          Burns, Philp & Company Limited (ABN 65 000 000 359), the
(clause 5)        entities listed in Schedule 1 to that document, Credit Suisse
                  First Boston, Melbourne Branch (ABN 17 061 700 712), BOS
                  International (Australia) Limited (ABN 23 066 601 250), Credit
                  Agricole Indosuez Australia Limited (ABN 32 002 540 409),
                  Credit Suisse First Boston, Melbourne Branch (ABN 17 061 700
                  712) and the financial institutions listed in schedule 2 to
                  that document as amended and restated on 21 February 2003.
--------------------------------------------------------------------------------
GOVERNING LAW     New South Wales.
--------------------------------------------------------------------------------
DATE OF           See Signing page
AMENDING
AGREEMENT

(C)Mallesons Stephen Jaques     Second Amendment and Restatement Agreement     2
second amendment and            - TLA Senior Funding Agreement 11 March
                                2003

<PAGE>

SECOND AMENDMENT AND RESTATEMENT AGREEMENT - TLA SENIOR FUNDING AGREEMENT
General terms

1        AMENDMENTS
         As and from the Effective Date, the Original Document is amended and
         restated as set out in the copy of the Original Document attached as
         Annexure A to this agreement.
--------------------------------------------------------------------------------
2        CONFIRMATION AND ACKNOWLEDGEMENT

2.1      CONFIRMATION

         Each party confirms that, other than as provided for in clause 1
         ("Amendments"), the Original Document remains in full force and effect.

2.2      TRANSACTION DOCUMENT

         The parties acknowledge that this agreement is a New Transaction
         Document.
--------------------------------------------------------------------------------
3        GENERAL

         Clauses 16 ("NOTICES"), clause 17 ("AMENDMENTS AND WAIVER") and clause
         18 ("GENERAL") apply mutatis mutandis to this agreement as if they were
         fully set out in this agreement.
--------------------------------------------------------------------------------
4        GOVERNING LAW

         This agreement is governed by the law in force in the place specified
         in the Details and each party submits to the non-exclusive jurisdiction
         of the courts of that place.
--------------------------------------------------------------------------------
5        INTERPRETATION

5.1      DEFINITIONS

         These meanings apply mutatis mutandis unless the contrary intention
         appears:

         EFFECTIVE DATE means the date so described in the "Details" section of
         this agreement.

(C)Mallesons Stephen Jaques     Second Amendment and Restatement Agreement     3
second amendment and            - TLA Senior Funding Agreement 11 March
                                2003

<PAGE>

         ORIGINAL DOCUMENT means the document so described in the "Details"
         section of this agreement.

5.2      INTERPRETATION

         Terms defined in the Original Document have the same meaning in this
         agreement.

EXECUTED as an agreement.

(C)Mallesons Stephen Jaques     Second Amendment and Restatement Agreement     4
second amendment and            - TLA Senior Funding Agreement 11 March
                                2003

<PAGE>

SIGNING PAGE

DATED: 4 March               2003
       ----------------------
SIGNED for BURNS, PHILP &
COMPANY LIMITED under power of         /s/ Helen Golding
attorney in the presence of:           -----------------------------------------
                                       Signature of attorney

/s/ Elizabeth Vuong                    Helen Golding
---------------------------------      -----------------------------------------
Signature of witness                   Name

Elizabeth Vuong                        20 February 2003
---------------------------------      -----------------------------------------
Name                                   Date of power of attorney

INITIAL BORROWERS

SIGNED for BURNS PHILP TREASURY
(AUSTRALIA) LIMITED under power of     /s/ Helen Golding
attorney in the presence of:           -----------------------------------------
                                       Signature of attorney

/s/ Elizabeth Vuong                    Helen Golding
--------------------------------       -----------------------------------------
Signature of witness                   Name

Elizabeth Vuong                        20 February 2003
--------------------------------       -----------------------------------------
Name                                   Date of power of attorney

SIGNED for BURNS PHILP
DEUTSCHLAND GMBH under power of        /s/ Helen Golding
attorney in the presence of:           -----------------------------------------
                                       Signature of attorney

/s/ Elizabeth Vuong                    Helen Golding
--------------------------------       -----------------------------------------
Signature of witness                   Name

Elizabeth Vuong                        19 February 2003
--------------------------------       -----------------------------------------
Name                                   Date of power of attorney

(C)Mallesons Stephen Jaques     Second Amendment and Restatement Agreement     7
second amendment and            - TLA Senior Funding Agreement 11 March
                                2003

<PAGE>

SIGNED for BURNS PHILP INC. under      /s/ Helen Golding
power of attorney in the presence of:  -----------------------------------------
                                       Signature of attorney

/s/ Elizabeth Vuong                    Helen Golding
--------------------------------       -----------------------------------------
Signature of witness                   Name

Elizabeth Vuong                        20 February 2003
--------------------------------       -----------------------------------------
Name                                   Date of power of attorney

SIGNED for BURNS PHILP (NEW
ZEALAND) LIMITED under power of        /s/ Helen Golding
attorney in the presence of:           -----------------------------------------
                                       Signature of attorney

/s/ Elizabeth Vuong                    Helen Golding
--------------------------------       -----------------------------------------
Signature of witness                   Name

Elizabeth Vuong                        20 February 2003
--------------------------------       -----------------------------------------
Name                                   Date of power of attorney

SIGNED for BURNS PHILP FOOD
LIMITED under power of attorney        /s/ Helen Golding
in the presence of:                    -----------------------------------------
                                       Signature of attorney

/s/ Elizabeth Vuong                    Helen Golding
--------------------------------       -----------------------------------------
Signature of witness                   Name

Elizabeth Vuong                        20 February 2003
--------------------------------       -----------------------------------------
Name                                   Date of power of attorney

(C)Mallesons Stephen Jaques     Second Amendment and Restatement Agreement     8
second amendment and            - TLA Senior Funding Agreement 11 March
                                2003

<PAGE>

SIGNED for BPC1 PTY LIMITED under                 /s/ Helen Golding
power of attorney in the presence of:  -----------------------------------------
                                       Signature of attorney
    /s/ Elizabeth Vuong                               Helen Golding
--------------------------------       -----------------------------------------
Signature of witness                   Name
        Elizabeth Vuong                            20 February 2003
--------------------------------       -----------------------------------------
Name                                   Date of power of attorney

ARRANGERS

SIGNED for CREDIT SUISSE FIRST
BOSTON, MELBOURNE BRANCH by its
authorised signatories in the                  /s/ Michael J. Tierney
presence of:                           -----------------------------------------
                                       Signature of authorised signatory
      /s/ Glenn Lovell                             Michael J. Tierney
--------------------------------       -----------------------------------------
Signature of witness                   Name
          Glenn Lovell                         /s/ Lyndon Hsu
--------------------------------       -----------------------------------------
Name                                   Signature of authorised signatory
                                                   Lyndon Hsu
                                       -----------------------------------------
                                       Name

SIGNED for BOS INTERNATIONAL
(AUSTRALIA) LIMITED under power of             /s/ Jeffrey Clark
attorney in the presence of:           -----------------------------------------
                                       Signature of attorney
     /s/ Glenn Lovell                              Jeffrey Clark
--------------------------------       -----------------------------------------
Signature of witness                   Name
         Glenn Lovell                              3 March 2003
--------------------------------       -----------------------------------------
Name                                   Date of power of attorney

(C)Mallesons Stephen Jaques     Second Amendment and Restatement Agreement     9
second amendment and            - TLA Senior Funding Agreement 11 March
                                2003

<PAGE>

SIGNED for CREDIT AGRICOLE
INDOSUEZ AUSTRALIA LIMITED
under power of attorney in the                    /s/ Jeffrey Clark
presence of:                           -----------------------------------------
                                       Signature of attorney
      /s/ Glenn Lovell                                Jeffrey Clark
--------------------------------       -----------------------------------------
Signature of witness                   Name
          Glenn Lovell                                4 March 2003
--------------------------------       -----------------------------------------
Name                                   Date of power of attorney

FACILITY AGENT

SIGNED for CREDIT SUISSE FIRST
BOSTON, MELBOURNE BRANCH by its
authorised signatories in the                     /s/ Michael J. Tierney
presence of:                           -----------------------------------------
                                       Signature of authorised signatory
      /s/ Glenn Lovell                                Michael J. Tierney
--------------------------------       -----------------------------------------
Signature of witness                   Name
          Glenn Lovell                             /s/ Lyndon Hsu
--------------------------------       -----------------------------------------
Name                                   Signature of authorised signatory
                                                       Lyndon Hsu
                                       -----------------------------------------
                                       Name

(C)Mallesons Stephen Jaques     Second Amendment and Restatement Agreement    10
second amendment and            - TLA Senior Funding Agreement 11 March
                                2003

<PAGE>

INITIAL SUBSCRIBERS

SIGNED for CREDIT SUISSE FIRST
BOSTON, MELBOURNE BRANCH by its
authorised signatories in the          /s/ Michael J. Tierney
presence of:                           -----------------------------------------
                                       Signature of authorised signatory
/s/ Glenn Lovell                           Michael J. Tierney
--------------------------------       -----------------------------------------
Signature of witness                   Name
Glenn Lovell                           /s/ Lyndon Hsu
--------------------------------       -----------------------------------------
Name                                   Signature of authorised signatory
                                           Lyndon Hsu
                                       -----------------------------------------
                                       Name

SIGNED for BOS INTERNATIONAL
(AUSTRALIA) LIMITED under power of     /s/ Jeffrey Clark
attorney in the presence of:           -----------------------------------------
                                       Signature of attorney
/s/ Glenn Lovell                       Jeffrey Clark
--------------------------------       -----------------------------------------
Signature of witness                   Name
Glenn Lovell                           3 March 2003
--------------------------------       -----------------------------------------
Name                                   Date of power of attorney

SIGNED for CREDIT AGRICOLE
INDOSUEZ AUSTRALIA LIMITED
under power of attorney in the         /s/ Jeffrey Clark
presence of:                           -----------------------------------------
                                       Signature of attorney
/s/ Glenn Lovell                       Jeffrey Clark
----------------------------------     -----------------------------------------
Signature of witness                   Name
Glenn Lovell                           4 March 2003
----------------------------------     ---------------------------------
Name                                   Date of power of attorney

(C)Mallesons Stephen Jaques     Second Amendment and Restatement Agreement    11
second amendment and            - TLA Senior Funding Agreement 11 March
                                2003

<PAGE>

                                   Annexure A

(C)Mallesons Stephen Jaques   Second Amendment and Restatement Agreement      12
second amendment and          - TLA Senior Funding Agreement 11 March 2003



<PAGE>

MALLESONS STEPHEN JAQUES

               TLA Senior Funding Agreement

               Dated 16 January 2003

               BURNS, PHILP & COMPANY LIMITED (ABN 65 000 000 359)
               THE ENTITIES LISTED IN SCHEDULE 1
               CREDIT SUISSE FIRST BOSTON, MELBOURNE BRANCH (ABN 17 061 700 712)
               BOS INTERNATIONAL (AUSTRALIA) LIMITED (ABN 23 066 601 250)
               CREDIT AGRICOLE INDOSUEZ AUSTRALIA LIMITED (ABN 32 002 540 409)
               CREDIT SUISSE FIRST BOSTON, MELBOURNE BRANCH (ABN 17 061 700 712)
               THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 2

               MALLESONS STEPHEN JAQUES
               Level 28
               Rialto
               525 Collins Street
               Melbourne Vic 3000
               T +61 3 9643 4000
               F +61 3 9643 5999
               Email mel@mallesons.com
               DX 101 Melbourne
               www.mallesons.com
               6336410_4

<PAGE>

                                    CONTENTS

<TABLE>
<S>                                                                                                 <C>
1.       INTERPRETATION                                                                              1

         1.1      Definitions                                                                        1
         1.2      Rules for interpreting this document, the Facility Agreements and
                  Debenture Trust Deed                                                              35
         1.3      Business Days                                                                     36
         1.4      Subscriber Affiliates                                                             36
         1.5      Rights and obligations of the Subscribers and the Facility Agent                  37
         1.6      Parent to represent Group Parties                                                 38
         1.7      Changes in GAAP                                                                   38

2.       CONDITIONS PRECEDENT TO ALL FACILITIES                                                     38

         2.1      Conditions precedent                                                              38
         2.2      Prepositioning of funds for the first drawdown                                    38

3.       PAYMENTS                                                                                   39

         3.1      How payments must be made                                                         39
         3.2      Facility Agent must distribute receipts                                           39
         3.3      Facility Agent only obliged to distribute actual receipts                         39
         3.4      Effect of payment to Facility Agent                                               40
         3.5      Application of money                                                              40
         3.6      Deductions and withholdings by Group Parties                                      41
         3.7      Deductions and withholdings by or affecting the Facility Agent or a
                  Subscriber                                                                        41
         3.8      Currency of payments                                                              42
         3.9      Currency indemnity                                                                42
         3.10     Repayment following exchange rate fluctuations                                    43
         3.11     Default interest                                                                  44
         3.12     Group Parties to notify the Facility Agent of payments                            44
         3.13     Representation by the Subscribers                                                 44

4.       REPRESENTATIONS AND WARRANTIES                                                             44

         4.1      Legal representations and warranties                                              44
         4.2      Additional representations and warranties by the Parent                           47
         4.3      US specific representations and warranties                                        49
         4.4      Repetition of representations and warranties                                      50
         4.5      Reliance on representations and warranties                                        50
         4.6      No representations to the Group Parties                                           50
         4.7      Acknowledgment of foreign currency risks                                          50

5.       UNDERTAKINGS                                                                               51

         5.1      General undertakings                                                              51
         5.2      Reports and information                                                           53
</TABLE>

--------------------------
TLA Senior Funding Agreement - as amended to 4 March

<PAGE>

<TABLE>
<S>                                                                                                 <C>
         5.3      Negative undertakings                                                             55
         5.4      Financial undertakings                                                            62
         5.5      Hedging arrangements                                                              64
         5.6      New Group Security Providers                                                      65
         5.7      Introduction of a new Borrower                                                    67
         5.8      Excluded Subsidiaries                                                             67
         5.9      Underwriters' fees                                                                68
         5.10     Facility Agent's fee and expenses                                                 68
         5.11     Negotiation of bilateral facilities                                               68
         5.12     Offer Undertakings                                                                69
         5.13     Supplemental Securities                                                           71

6.       DELETED                                                                                    71

7.       ASSET DISPOSALS AND ACQUISITIONS                                                           71

         7.1      Permitted asset disposals outside Group Members                                   71
         7.2      Permitted asset disposals to Group Members                                        72
         7.3      Permitted business acquisitions                                                   73
         7.4      Investment Account                                                                75
         7.5      Application of Repayment Amounts                                                  76

8.       DEFAULT                                                                                    77

         8.1      Events of Default                                                                 77
         8.2      Consequences of an Event of Default                                               80
         8.3      Review Event                                                                      80
         8.4      High Yield Note Indenture                                                         81

9.       INCREASED COSTS AND CHANGE OF LAW                                                          81

         9.1      Increased costs                                                                   81
         9.2      Indirect cost, reduction or payment                                               83
         9.3      Notice of change of law                                                           83
         9.4      Termination and prepayment after change of law                                    83

10.      INDEMNITIES                                                                                84

         10.1     General indemnity                                                                 84
         10.2     GST                                                                               85
         10.3     Waiver processing fee                                                             85
         10.4     General costs                                                                     85

11.      FACILITY AGENT                                                                             86

         11.1     Appointment of Facility Agent                                                     86
         11.2     Nature of relationship                                                            86
         11.3     Instructions from Majority of Subscribers                                         86
         11.4     Information to Subscribers                                                        87
         11.5     Events of Default                                                                 88
</TABLE>

                                                                              ii

<PAGE>

<TABLE>
<S>                                                                                                 <C>
         11.6     Performance of obligations of Facility Agent                                      88
         11.7     Facility Agent may rely on certain matters                                        89
         11.8     Facility Agent may assume certain matters                                         89
         11.9     Offices of Subscribers                                                            89
         11.10    Identity of Subscribers                                                           89
         11.11    Facility Agent not responsible for monitoring                                     89
         11.12    Disclosure of information concerning the Group                                    90
         11.13    Group not concerned with authority of Facility Agent                              90
         11.14    Receipts and business activities of Facility Agent                                90
         11.15    Facility Agent as Subscriber                                                      90
         11.16    Protection of Facility Agent                                                      90
         11.17    Facility Agent indemnified by Subscribers                                         91
         11.18    Change of Facility Agent                                                          91
         11.19    Dealings with Facility Agent                                                      92
         11.20    Facility Agent may instruct Security Trustee                                      93

12.      REDISTRIBUTION OF PAYMENTS BETWEEN SUBSCRIBERS                                             93

         12.1     Notice of direct receipts                                                         93
         12.2     Redistribution of excess payments                                                 93
         12.3     Reimbursement following clawback                                                  93
         12.4     Borrowers remain liable                                                           94
         12.5     Failure of all Subscribers to join in litigation                                  94
         12.6     Calculation of foreign currency amounts                                           94

13.      ASSIGNMENTS AND SUBSTITUTIONS                                                              94

         13.1     Assignment by Group Parties                                                       94
         13.2     Assignment by Subscriber                                                          96
         13.3     Substitution by Subscriber                                                        96
         13.4     Procedure for substitution                                                        97
         13.5     Consequences of substitution                                                      98
         13.6     Subparticipation                                                                  99
         13.7     No deductions and withholdings or increased costs in certain
                  circumstances                                                                     99
         13.8     Subscriber to bear costs                                                         100
         13.9     Reduction of Commitments                                                         100

14.      FACILITY AGENT TO HOLD DEBENTURE STOCK FOR SUBSCRIBERS AND OTHERS                         100

         14.1     Undertaking to pay Facility Agent                                                100
         14.2     Obligations to rank as Priority 1 Debenture Stockholder's Debt                   101
         14.3     Facility Agent to hold payment undertaking and Debenture Stock on
                  trust                                                                            101
         14.4     Waiver of annual security updates                                                101

15.      CONFIDENTIALITY                                                                           101

         15.1     General                                                                          101
         15.2     Disclosure to assignees or substitutes                                           102
</TABLE>

                                                                             iii

<PAGE>

<TABLE>
<S>                                                                                                 <C>
16.      NOTICES                                                                                    103

         16.1     How to give a notice                                                              103
         16.2     When a notice is given                                                            103
         16.3     Address for notices                                                               103
         16.4     Reliance on notices                                                               104

17.      AMENDMENTS AND WAIVERS                                                                     104

         17.1     Agreement of Facility Agent                                                       104
         17.2     Agreement of Majority of Subscribers                                              105
         17.3     Agreement of all Subscribers                                                      105
         17.4     Waiver generally                                                                  105

18.      GENERAL                                                                                    106

         18.1     Governing law                                                                     106
         18.2     Waiver of immunity                                                                106
         18.3     Waiver of jury trial                                                              106
         18.4     Liability for Taxes and expenses                                                  107
         18.5     Giving effect to the Transaction Documents                                        107
         18.6     Operation of the Transaction Documents                                            107
         18.7     Operation of indemnities                                                          107
         18.8     Consents                                                                          107
         18.9     Statements by the Facility Agent                                                  108
         18.10    Set-off                                                                           108
         18.11    No merger                                                                         108
         18.12    Exclusion of contrary legislation                                                 108
         18.13    Counterparts                                                                      108
         18.14    Attorneys                                                                         109
         18.15    Parties                                                                           109

Schedules

1.       BORROWERS                                                                                  110

2.       INITIAL SUBSCRIBERS                                                                        111

3-1      CONDITIONS PRECEDENT                                                                       112

3-2      CERTIFICATE                                                                                118

4        NEW SECURITY DOCUMENTS                                                                     120

5.       EXISTING ENCUMBRANCES                                                                      121
</TABLE>

                                                                              iv

<PAGE>

<TABLE>
<S>                                                                                                 <C>
6.       EXISTING JOINT VENTURES                                                                    122

7.       EXISTING TREASURY TRANSACTIONS                                                             123

8.       US OBLIGORS                                                                                125

9.       NON-CORE ASSETS                                                                            127

10.      NOT USED                                                                                   128

11.      DISCLOSURES FOR THE PURPOSES OF CLAUSES 4.1 AND 4.2                                        129

12.      SUBSTITUTION CERTIFICATE                                                                   130

13.      DELETED                                                                                    131

14.      IA WITHDRAWAL REQUEST                                                                      136
</TABLE>

                                                                               v

<PAGE>

                          TLA SENIOR FUNDING AGREEMENT

DATE     16 January 2003

PARTIES

         BURNS, PHILP & COMPANY LIMITED ABN 65 000 000 359 (the "PARENT")

         THE ENTITIES LISTED IN SCHEDULE 1 (each an "INITIAL BORROWER")

         CREDIT SUISSE FIRST BOSTON, MELBOURNE BRANCH ABN 17 061 700 712 (the
         "LEAD ARRANGER AND UNDERWRITER ")

         BOS INTERNATIONAL (AUSTRALIA) LIMITED ABN 23 066 601 250 and CREDIT
         AGRICOLE INDOSUEZ AUSTRALIA LIMITED ABN 32 002 540 409) (each a
         "CO-LEAD ARRANGER AND UNDERWRITER")

         CREDIT SUISSE FIRST BOSTON, MELBOURNE BRANCH ABN 17 061 700 712 (the
         "FACILITY AGENT")

         THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 2 (each an "INITIAL
         SUBSCRIBER")

RECITALS

A.       The Parent and various Subsidiaries have raised financial accommodation
         from a range of financiers. That financial accommodation includes the
         financial accommodation which is governed by the Existing Senior Loan
         Agreements.

B.       BPC1 has made an offer to acquire all of the issued shares in Goodman
         and proposes to acquire those shares in accordance with the Bid
         Documents.

C.       The Subscribers are prepared to subscribe for and pay up any unpaid
         amount of Debentures, the proceeds of which are to be applied for an
         Eligible Purpose, on the terms set out in this document and the
         Facility Agreements.

D.       It is intended that the Securities that have already been granted to
         the Security Trustee and the New Security Documents secure amounts
         owing under this document and the Facility Agreements.

OPERATIVE PROVISIONS

1.       INTERPRETATION

1.1      DEFINITIONS

         The following definitions apply in this document.

         "ACCOUNTS" means, for a period, a profit and loss statement and
         statement of cashflows for that period, and a balance sheet as 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.

                                                                              1.

<PAGE>

         "AFFILIATE" means, when used with respect to a specified person,
         another person that directly or indirectly through one or more
         intermediaries controls, directly or indirectly, the power to direct or
         cause the direction of the management or policies of the person
         specified, whether through the ownership of voting securities, by
         contract or otherwise or is controlled by or is under common control
         with the person specified.

         "AGREED HEDGING PROGRAM" means the Parent's interest rate and foreign
         exchange risk management program for Group Members as agreed by the
         Parent and the Facility Agent (acting on the instructions of a Majority
         of Subscribers) from time to time.

         "ARRANGER" means each of the Lead Arranger and Underwriter and each
         Co-Lead Arranger and Underwriter.

         "ASSOCIATE" means:

         (a)      each Existing Joint Venture; and

         (b)      any other corporation, partnership, joint venture, trust or
                  other entity that the Parent is required by GAAP to recognise
                  in its Accounts on an equity accounting basis.

         "ASSOCIATE LIMIT" means the aggregate of:

         (a)      AUD40,000,000; and

         (b)      5% of EBITDA of the Group for the period of 12 months ending
                  on the most recent 30 June or 31 December.

         "AUD BANK BILL RATE" means, for a period:

         (a)      the rate, expressed as a yield per cent per annum (rounded up
                  (if necessary) to 4 decimal places) that is quoted as the
                  average bid rate on the Reuters monitor system page "BBSY" (or
                  any page that replaces that page) at about 10.30 am (Melbourne
                  time) on the first day of that period, for bank-accepted bills
                  of exchange that have a tenor equal to (or no more than 2
                  Business Days shorter or longer than) that period; or

         (b)      if no average bid rate is published in accordance with
                  paragraph (a), the bid rate available to the Facility Agent at
                  about 11.00 am (Melbourne time) on that day, as conclusively
                  determined in good faith by the Facility Agent, for
                  bank-accepted bills of exchange that have the tenor described
                  in that paragraph.

         "AUD BASE RATE" means:

         (a)      for a period for which a rate is normally quoted on the
                  Reuters monitor system page "BBSY" (or any page that replaces
                  that page), or for a period that is no more than 2 Business
                  Days shorter or longer than such a period - the relevant AUD
                  Bank Bill Rate; and

         (b)      for any other period - the rate that the Facility Agent
                  calculates by straight-line interpolation in accordance with
                  market practice.

                                                                              2.

<PAGE>

         "AUD CASH RATE" means, on any day, the rate quoted on that day as the
         official cash rate target shown on the Reuters monitor system page "RBA
         27".

         "AUD EQUIVALENT" means:

         (a)      for an amount denominated in Australian Dollars, that amount;
                  and

         (b)      for an amount denominated in any other currency on a day, the
                  amount of Australian Dollars that would purchase that amount
                  in that currency at the relevant Spot Rate for that day.

         "AUD FACILITY CAP" means, on any day:

         (a)      the sum of the Facility Commitments as at the date of this
                  document (ie AUD 1,400,000,000);

         less:

         (b)      the sum of:

                    (i)    the AUD Equivalent of any repayment that is made on
                           or before that date under the Term A Facility
                           Agreement (calculated, for each repayment, at the
                           Spot Rate that applied on the date of the repayment);
                           and

                    (ii)   the amount (if any) by which the Parent has reduced
                           the Commitments under clause 8 of the Revolving
                           Facility Agreement on or before that date.

         "AUSTRALIAN DOLLAR" and "AUD" mean the lawful currency of Australia.

         "AUTHORISATION" means:

         (a)      an authorisation, permit, licence, consent, declaration,
                  exemption, notarisation, 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.

         "AUTHORISED REPRESENTATIVE" means:

         (a)      for an Arranger or a Subscriber:

                    (i)    a company secretary or director, or an employee whose
                           title includes the word "manager", "director" or
                           "President";

                    (ii)   a person who is acting temporarily in one of those
                           positions; or

                                                                              3.


<PAGE>

                    (iii)  a person, or a person holding a position, nominated
                           by it to the Parent and the Facility Agent;

         (b)      for the Facility Agent:

                    (i)    a company secretary or director, or an employee whose
                           title includes the word "manager", "director" or
                           "President";

                    (ii)   a person who is acting temporarily in one of those
                           positions; or

                    (iii)  a person, or a person holding a position, nominated
                           by it to the Parent and each Subscriber; and

         (c)      for a Group Party, a person nominated by the Parent to the
                  Facility Agent in a notice that is accompanied by, and
                  certifies the correctness of, a copy of the signature of that
                  person.

         "BANKING DAY" means, 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.

         "BASE RATE" means:

         (a)      for a Funding Portion or other amount denominated in
                  Australian Dollars, the AUD Base Rate;

         (b)      for a Funding Portion or other amount denominated in Canadian
                  Dollars, the CAD Base Rate;

         (c)      for a Funding Portion or other amount denominated in Euro, the
                  Euro Base Rate;

         (d)      for a Funding Portion or other amount denominated in New
                  Zealand Dollars, the NZD Base Rate; and

         (e)      for a Funding Portion or other amount denominated in United
                  States Dollars, the USD Base Rate.

         "BID DOCUMENTS" means the offer document by BPC1, to purchase all the
         ordinary shares in Goodman.

         "BORROWER" means an Initial Borrower or a New Borrower.

         "BPC1" means BPC1 Pty Limited (ABN 45 101 665 918).

         "BP US" means Burns Philp Inc, a Delaware corporation.

                                                                            4.

<PAGE>

         "BRIDGE FACILITY" means the NZ $250,000,000 unsecured subordinated
         bridge facility provided under the Capital Notes Bridge Facility
         Agreement.

         "BUSINESS DAY" means:

         (a)      for determining when a notice, consent or other communication
                  is given, a day that is not a Saturday, Sunday or public
                  holiday in the place to which the notice, consent or other
                  communication is sent;

         (b)      for any other purpose involving Euro (including in relation to
                  a payment to be made in, or a transaction or calculation
                  involving, Euro), a day that is a TARGET Business Day;

         (c)      for any other purpose involving any other currency (including
                  in relation to a payment to be made in, or a transaction or
                  calculation involving, that currency), a day (other than a
                  Saturday, Sunday or public holiday) on which banks and foreign
                  exchange markets are open for general banking business:

                    (i)    for Australian Dollars, in Sydney and Melbourne;

                    (ii)   for Canadian Dollars, in Toronto;

                    (iii)  for New Zealand Dollars, in Auckland and Wellington;

                    (iv)   for United States Dollars, in New York and London;
                           and

         (d)      for any other purpose a day (other than a Saturday, Sunday or
                  public holiday) on which banks are open for general banking
                  business in Melbourne and Sydney.

         "CAD BASE RATE" means:

         (a)      for a period for which a rate is normally quoted on the
                  Reuters monitor system page "CDOR" (or any page that replaces
                  that page), or for a period that is no more than 2 Business
                  Days shorter or longer than such a period - the relevant CDOR;
                  and

         (b)      for any other period - the rate that the Facility Agent
                  calculates by straight-line interpolation in accordance with
                  market practice.

         "CALCULATION DATE" means each Quarter Date each year commencing on the
         first Quarter Date after Goodman becomes a Wholly-Owned Subsidiary of
         the Parent for at least one Quarter Period or, if earlier, 30 September
         2003.

         "CANADIAN DOLLAR" and "CAD" mean the lawful currency of Canada.

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

         "CAPITAL NOTES" means the unsecured subordinated capital notes having
         an aggregate face value of not more than NZ$300,000,000 to be issued by
         Burns Philp Finance New Zealand

                                                                              5.

<PAGE>

         Limited pursuant to the Capital Notes Trust Deed or any other
         unsecured, subordinated debt instrument issued by a Group Member which
         ranks in priority after the High Yield Notes and New High Yield Notes.

         "CAPITAL NOTES BRIDGE FACILITY AGREEMENT" means the subordinated bridge
         facility agreement dated 16 January 2003 between BPC1, the Parent, the
         financiers named therein and the agent named therein.

         "CAPITAL NOTES TRUST DEED" means the trust deed referred to in the
         summary terms and conditions (attached as schedule 1 to the Capital
         Notes Underwriting Agreement).

         "CAPITAL NOTES UNDERWRITING AGREEMENT" means the agreement dated 12
         December 2002 between First NZ Capital Securities (as underwriter,
         co-lead manager and organising broker), Burns Philp Finance New Zealand
         Limited, the Parent and BPC1 and any other party that accedes to that
         agreement as an underwriter or co-lead manager.

         "CASH RESTRUCTURING COSTS" means Restructuring Costs expended in cash.

         "CDOR" means, for a period:

         (a)      the rate, expressed as a yield per cent per annum (rounded up
                  (if necessary) to 4 decimal places) that is quoted as the
                  average buying rate on the Reuters monitor system page "CDOR"
                  (or any page that replaces that page) at about 10.00 am
                  (Toronto time) on the first day of that period for banker's
                  acceptances that have a tenor equal to (or no more than 2
                  Business Days shorter or longer than) that period; or

         (b)      if no average buying rate is published in accordance with
                  paragraph (a), the rate available to the Facility Agent at
                  about 10.30 am (Toronto time) on that day, as conclusively
                  determined in good faith by the Facility Agent, as the buying
                  rate for banker's acceptances that have a term equal to (or no
                  more than 2 Business Days shorter or longer than) the period.

         "CODE" means the United States Internal Revenue Code of 1986, as
         amended.

         "COMMITMENT" has the same meaning as in a Facility Agreement.

         "CONSOLIDATED CASH" on any day shall mean the consolidated cash
         (including cash held in an Investment Account) on the Parent's
         consolidated balance sheet on such day and held by the Parent or any
         Group Member in accounts located in Australia, Canada, The Netherlands,
         New Zealand or the United States up to USD50,000,000 in the aggregate.

         "CONTROL DATE" means the date on which individuals appointed or
         nominated by the Parent or its Affiliates (other than Goodman and its
         Affiliates immediately prior to such date) constitute a majority of the
         board of directors of Goodman.

         "CONTROLLER" means, in relation to a person's property:

         (a)      a receiver or receiver and manager of that property; or

                                                                              6.

<PAGE>

         (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" means the converting preference shares
         issued by the Parent prior to the date of this document.

         "COST SAVINGS" means:

         (a)      an initial amount of AUD50,000,000 in respect of the
                  acquisition of shares in Goodman and an initial amount of
                  AUD8,000,000 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
                  annualised realised cost savings achieved in the quarter
                  ending on that Calculation Date from the integration of
                  Goodman and the Fleischmann business unit into the Group,
                  which realised cost savings and reductions have been verified
                  by a firm of chartered accountants acceptable to the Facility
                  Agent (acting reasonably), and a copy of that review has been
                  delivered to the Facility Agent, provided that:

                    (i)    the amount in respect of the acquisition of shares in
                           Goodman and integration of Goodman into the Group,
                           shall reduce to zero by the date which is 12 months
                           after Goodman becomes a Wholly-Owned Subsidiary of
                           the Parent; 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 12
                           months after the earlier of the date the Parent
                           receives all Brazilian anti-trust approvals required
                           in relation to the acquisition of the Fleischmann
                           business unit and 30 June 2003; and

         (b)      in relation to any acquisition (other than an acquisition
                  referred to in paragraph (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 the
                  Parent and the Facility Agent (acting reasonably) in relation
                  to that acquisition.

         "CO-TRUSTEE" means JPMorgan Chase Bank.

         "DEBENTURE" means a Revolving Debenture, a Term Debenture or both, as
         the context requires.

         "DEBENTURE TRUST DEED" means the deed entitled "Deed of Debenture
         Trust" to be entered into between, amongst others, the Parent, the
         entities listed in schedule 1 to that deed and the party named as
         security trustee in that deed.

         "DEBT SERVICE COVER RATIO" means, for a period, the ratio of A:B,
         where:

         A        is EBITDA for that period less the sum of:

                  (a)      Capex during that period; and

                  (b)      Tax paid in respect of that period; and

                                                                              7.

<PAGE>

                  (c)      for any period commencing after 31 December 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 securitisation of Goodman or its
                           Subsidiaries),

                  plus any net decreases in the working capital of the Group in
                  that period.

         B        is the sum of:

                  (a)      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 advances that fall due
                           for payment under section 2.11 of the Term B Facility
                           Agreement or section 2.11 of the TLB (Tranche 2)
                           Facility Agreement and any other scheduled repayments
                           of principal, or amounts in the nature of principal,
                           in respect of the Financial Indebtedness of the Group
                           over that period (excluding any amounts which fall
                           due for payment under those clauses as a result of
                           the Transactions); and

                  (b)      Net Interest Expense over that period, but excluding:

                           (i)      interest, the payment of which is suspended
                                    under the Capital Notes Bridge Facility
                                    Agreement or Capital Notes under and in
                                    accordance with clause 5.3(i); and

                           (ii)     capitalised interest,

         calculated for the Group on a consolidated basis. Solely for the
         purpose of determining the Debt Service Cover 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 on 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.

         "DEFAULT INTEREST PERIOD" means, for an unpaid amount, a period of 30
         days (or any other period the Facility Agent selects) beginning on the
         day on which the amount falls due, or on the last day of another
         Default Interest Period for that amount.

         "DEFAULT MARGIN" means on any day, the amount per cent per annum
         determined in accordance with the following table by reference to the
         most recent Gearing Ratio as advised under clause 5.2(c):

<TABLE>
<CAPTION>
             GEARING RATIO                           APPLICABLE MARGIN
----------------------------------------------------------------------
<S>                                                  <C>
3.51 times or greater                                      4.50%
----------------------------------------------------------------------
3.26 times or greater but less than                        4.25%
3.51 times
</TABLE>

                                                                              8.

<PAGE>

<TABLE>
<S>                                                        <C>
---------------------------------------------------------------
3.01 times or greater but less than                        4.00%
3.26 times
---------------------------------------------------------------
2.51 times or greater but less than                        3.75%
3.01 times
---------------------------------------------------------------
Less than 2.51 times                                       3.50%
---------------------------------------------------------------
</TABLE>

         "DEFAULT RATE" means, for an unpaid amount over a Default Interest
         Period, the rate per cent per annum that is the sum of:

         (a)      the Base Rate for the Default Interest Period for the currency
                  in which the amount is denominated; and

         (b)      the Default Margin on the first day of the Default Interest
                  Period.

         "DRAWDOWN DATE" has the same meaning as in a Facility Agreement.

         "DRAWDOWN NOTICE" has the same meaning as in a Facility Agreement.

         "EBIT" means 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 unrealised revaluations included
                           in consolidated net profit after tax;

                    (ii)   profits realised 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)  unrealised 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 realised 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;

                                                                              9.

<PAGE>

                    (iv)   unrealised exchange losses relating to that period;

                    (v)    any Restructuring Costs;

                    (vi)   without double counting, any annualised realised cost
                           savings relating to that period that have been
                           reviewed by a firm of chartered accountants
                           acceptable to the Facility Agent (acting reasonably);
                           and

                    (vii)  outside equity interests of Associates relating to
                           that 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
                  Facility Agent (acting reasonably) and a copy of that review
                  delivered to the Facility 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" means for the Group for a period, the sum of:

         (a)      EBIT for the Group for that period; and

         (b)      depreciation and amortisation 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" means each of the following purposes:

         (a)      to refinance the financial accommodation that is governed by
                  the Existing Senior Loan Agreements;

         (b)      to acquire shares or options in Goodman;

         (c)      to refinance any financial accommodation of Goodman or its
                  Subsidiaries once Goodman is a Wholly-Owned Subsidiary of the
                  Parent;

         (d)      to refinance any financial accommodation of Goodman or its
                  Subsidiaries once Goodman is a Subsidiary of the Parent but
                  before Goodman becomes a Wholly-Owned Subsidiary of the
                  Parent, to the extent such financial accommodation must be
                  refinanced to ensure that the borrower 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;

                                                                             10.

<PAGE>

         (e)      to pay any transaction costs relating to the acquisition of
                  shares or options in Goodman, 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 and its Subsidiaries
                  once Goodman is a Subsidiary of the Parent or to other Group
                  Members for any of the purposes referred to in paragraphs (e)
                  and (f) above;

         (h)      to refinance the financial accommodation that is governed by
                  the TLA Bridge Facility.

         "EMPLOYEE BENEFIT PLAN" means 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 and which is subject to ERISA or the Code.

         "ENCUMBRANCE" means 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 1936 or any
         similar legislation, or an agreement to create any of them or to allow
         any of them to exist.

         "ENVIRONMENTAL LAW" means any statute, law or requirement (if the
         requirement has the force of law) of a Government Agency:

         (a)      relating to the storage, handling or transportation of waste,
                  dangerous goods or hazardous materials;

         (b)      relating to occupational health and safety; or

         (c)      which has as one of its purposes or effects the protection of
                  the environment.

         "EQUITY INTERESTS" means 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.

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

         "ERISA SUBSIDIARY" means 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 BP US or the 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 BP US or
         the Parent, as the case may be, is treated as a single employer under
         section 414(n) or 414(o) of the Code.

                                                                             11.

<PAGE>

         "ESCROW DEED" means the deed to be entered into between, amongst
         others, the Parent, the Facility Agent and the party named as security
         trustee in that document.

         "EURIBOR" means, for a period:

         (a)      the rate determined by the Facility Agent to be the arithmetic
                  mean, expressed as a percentage per annum (rounded up (if
                  necessary) to 4 decimal places), of the rates quoted at or
                  about 11.00 am (London time) 2 TARGET Business Days before the
                  first day of that period, for a period equal or comparable to
                  that period and for value on the first day of that period, on
                  the Dow Jones Telerate Services page "248" (or any page that
                  replaces that page); or

         (b)      where the page referred to in paragraph (a) is not available,
                  or less than 2 rates are quoted on that page at that time, the
                  rate determined by the Facility Agent to be the arithmetic
                  mean of the rates expressed as a percentage per annum (rounded
                  up (if necessary) to 4 decimal places), at which deposits:

                    (i)    denominated in Euro;

                    (ii)   for the same or a comparable amount;

                    (iii)  for a period equal or comparable to that period; and

                    (iv)   for value on the first day of that period,

                  are offered to the Facility Agent by prime banks, in the
                  interbank market selected by it, at or about 11.00 am (local
                  time in the place of that market) 2 TARGET Business Days
                  before the first day of that period.

         "EURO" means 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.

         "EURO BASE RATE" means:

         (a)      for a period for which a rate is normally quoted on the Dow
                  Jones Telerate Services page "248" (or any page that replaces
                  that page), or for a comparable period - the relevant EURIBOR;
                  and

         (b)      for any other period - the rate that the Facility Agent
                  calculates by straight-line interpolation in accordance with
                  market practice.

         "EVENT OF DEFAULT" means an event or circumstance described in clause
         8.1.

         "EXCLUDED ASSET" means an asset listed in schedule 9.

         "EXCLUDED SUBSIDIARY" has the meaning set out in clause 5.8.

                                                                             12.

<PAGE>

         "EXCLUDED TAX" means a Tax on net income in any jurisdiction, other
         than:

         (a)      a Tax that is calculated on or by reference to the gross
                  amount of any payment derived by a party under a Transaction
                  Document or the transactions that a Transaction Document
                  contemplates (unless the Tax is imposed because the party has
                  not given its tax file number to the person who made the
                  payment or because the party has not complied with an
                  applicable certification, information, documentation or other
                  reporting requirement under applicable law); or

         (b)      a Tax that is imposed because a party is regarded as being
                  subject to tax in a jurisdiction solely because it is a party
                  to a Transaction Document or solely because it is
                  participating in the transactions that a Transaction Document
                  contemplates (or both).

         "EXISTING ENCUMBRANCE" means an Encumbrance described in schedule 5.

         "EXISTING JOINT VENTURE" means a joint venture described in schedule 6
         and in the Group Structure Chart.

         "EXISTING SENIOR LOAN AGREEMENT" means:

         (a)      the senior funding agreement dated 2 August 2001 made between
                  the 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 2 August 2001 made
                  between the 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 2 August 2001 made
                  between the 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" means a Treasury Transaction that a
         Group Member is a party to as at the date of this document, as
         described in schedule 7.

         "FACE VALUE AMOUNT" has the same meaning as in a Facility Agreement.

         "FACILITY" has the same meaning as in a Facility Agreement.

         "FACILITY AGREEMENT" means each of the Term A Facility Agreement and
         the Revolving Facility Agreement.

         "FACILITY COMMITMENT" has the same meaning as in a Facility Agreement.

                                                                             13.

<PAGE>

         "FINANCIAL INDEBTEDNESS" means 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 repurchaseable 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, licence 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, licence 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;
                  or

         (i)      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.

         "FINANCIAL QUARTER" means a period of 3 calendar months ending on a 30
         September, 31 December or 31 March.

         "FINANCIAL YEAR" means a period of 12 calendar months ending on a 30
         June.

         "FOREIGN PENSION PLAN" means any plan, fund (including any
         superannuation fund) or other similar program established or maintained
         outside the United States of America by the Parent or any Subsidiary
         primarily for the benefit of employees residing outside the United
         States of America of the 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.

         "FREE CASH FLOW" means, for a period, the sum (excluding double
         counting) of:

                                                                             14.

<PAGE>

         (a)      for the Group:

                    (i)    the sum of:

                           (A)      EBIT for the Group for the period;

                           (B)      the aggregate of depreciation and
                                    amortisation 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 or prepayment of outstanding
                                    advances under section 2.13 of the Term B
                                    Facility Agreement or section 2.13 of the
                                    TLB (Tranche 2) Facility Agreement
                                    (excluding assets disposed of in accordance
                                    with clauses 7.1(c) or 7.2);

                           (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 has 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 Accounts,

                           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 non-current
                                    assets (as shown on the balance sheet
                                    forming part of the consolidated Accounts 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, without limitation, in
                                    respect of the Bridge Facility and the
                                    Capital Notes but excluding interest, the
                                    payment of which is suspended under the
                                    Bridge Facility or Capital Notes under and
                                    in accordance with clause 5.3(i));

                           (E)      prepaid slotting payments paid by the Group
                                    over the period;

                                                                             15.

<PAGE>

                           (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 Accounts;

                           (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 over the period
                                             of advances under section 2.12 of
                                             the Term B Facility Agreement or
                                             section 2.12 of the TLB (Tranche 2)
                                             Facility 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
                                            advances under section 2.13 of the
                                            Term B Facility Agreement or section
                                            2.13 of the TLB (Tranche 2) Facility
                                            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 cashflows 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 AUD20,000,000 and any other fees incurred
                                    in connection with the Transactions
                                    (including, without limitation, legal fees,
                                    accounting fees and other advisory fees);

                           (O)      any costs, fees and expenses incurred by
                                    Goodman and its Subsidiaries and payable by
                                    the Group incurred in connection with
                                    Goodman's defence 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

                                                                             16.

<PAGE>

                           (Q)      any annualised unrealised cost savings
                                    relating to that period (to the extent
                                    included in EBIT) that have been verified by
                                    a firm of chartered accountants acceptable
                                    to the Facility Agent (acting reasonably),

         (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 paragraph (b)(i) in previous
                           periods).

         "FUNDING PORTION" has the same meaning as in a Facility Agreement.

         "GAAP" means generally accepted accounting principles in Australia,
         consistently applied.

         "GEARING RATIO" means, for a period, the ratio of Net Total Debt of the
         Group (excluding the principal amount of the Bridge Facility and the
         Capital Notes) on the last day of that period to LTM EBITDA of the
         Group for that period.

         "GELATIN DISPOSAL" means the disposal by the Parent, Goodman or its
         Subsidiaries of the remaining Leiner Davis Gelatin business and the
         joint venture interest in the Ecuadorian gelatin business of Goodman.

         "GF PROGRAM RECEIVABLES" means all trade or debtor receivables and
         related contract rights originated and owned by Goodman or any of its
         Subsidiaries and sold pursuant to the GMF Securitisation Facility.

         "GMF NOTES" means the USD200,000,000 principal amount of guaranteed
         senior notes issued by a Subsidiary of Goodman and due in 2011.

         "GMF SECURITISATION FACILITY" means the facility for the sale of, or
         transfer of interests in, GF Program Receivables to which Goodman and
         one or more of its Subsidiaries are a party as at the date of this
         document.

         "GOODMAN" means Goodman Fielder Limited (ABN 44 000 003 958).

         "GOVERNMENT AGENCY" means:

         (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.

         "GROUP" means the Parent, the Subsidiaries and the Associates from time
         to time.

                                                                             17.

<PAGE>

         "GROUP MEMBER" means the Parent and any Subsidiary from time to time.

         "GROUP PARTY" means a Group Member that is a party to a Transaction
         Document.

         "GROUP SECURITY PROVIDER" means a Group Member that is a grantor of a
         Security.

         "GROUP STRUCTURE CHART" means the document in the agreed form
         comprising a chart and any attached supplementary information that
         shows the structure of the Group and incorporates a list of the Group
         Members and other details relating to them.

         "GUARANTEE" means 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.

         "HIGH YIELD NOTE INDENTURE" means the indenture dated as of June 21,
         2002, among Burns Philp Capital Pty Limited, the Parent, the subsidiary
         guarantors (as defined therein) from time to time and The Bank of New
         York.

         "HIGH YIELD NOTES" means the 9 3/4% senior subordinated notes due 15
         July 2012 issued by Burns Philp Capital Pty Limited pursuant to the
         High Yield Note Indenture, any additional notes (ADDITIONAL NOTES)
         issued under such High Yield Note Indenture from time to time and any
         other notes or other debt instruments issued from time to time which
         rank pari passu with such High Yield Notes or Additional Notes
         (including, without limitation, the New High Yield Notes).

         "IA WITHDRAWAL REQUEST" means a notice in substantially the form set
         out in schedule 14.

         "INSOLVENCY EVENT" means, 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 reorganisation, winding
                  up, dissolution or deregistration, unless the application is
                  withdrawn or dismissed within 5 Business Days;

         (c)      an administrator or analogous person being appointed to the
                  person;

                                                                             18.

<PAGE>

         (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 5
                           Business Days; or

                  (iii)    an appointment of the kind referred to in
                           subparagraph (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 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 5 Business Days,
                  to satisfy the Facility 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);

         (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 has been approved by the
         Facility Agent.

         "INTERCREDITOR AGREEMENT" means the agreement to be entered into
         between, amongst others, the Facility Agent, the party named as
         Administrative Agent under the Term B Facility Agreement and the TLB
         (Tranche 2) Facility Agreement, the party named as Facility Agent under
         the TLA Bridge Senior Funding Agreement, Rabo Australia Limited, HSBC
         Bank Australia Limited and the Security Trustee.

         "INTEREST COVER RATIO" means, for a period, the ratio of EBITDA for the
         Group for the period to Net Interest Expense for the Group for the
         period.

                                                                             19.

<PAGE>

         "INTEREST PAYMENT DATE" has the same meaning as in a Facility
         Agreement.

         "INTEREST PERIOD" has the same meaning as in a Facility Agreement.

         "INTEREST SUSPENSION FINANCIAL COVENANTS" means:

         (a)      the Gearing 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>
                                               MAXIMUM PERMITTED
              PERIOD                             GEARING RATIO
----------------------------------------------------------------
<S>                                              <C>
To 30 June 2003                                   4.80 times
----------------------------------------------------------------
1 July 2003 to 31 December 2003                   4.80 times
----------------------------------------------------------------
1 January 2004 to 30 June 2004                    4.65 times
----------------------------------------------------------------
1 July 2004 to 31 December 2004                   4.15 times
----------------------------------------------------------------
1 January 2005 to 30 June 2005                    3.90 times
----------------------------------------------------------------
1 July 2005 to 31 December 2005                   3.65 times
----------------------------------------------------------------
1 January 2006 to 30 June 2006                    3.40 times
----------------------------------------------------------------
After 1 July 2006                                 3.15 times
----------------------------------------------------------------
</TABLE>

         (b)      the Interest Cover 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                  MINIMUM PERMITTED INTEREST
                                              COVER RATIO
----------------------------------------------------------------
<S>                                   <C>
         To 30 June 2003                      2.20 times
----------------------------------------------------------------
1 July 2003 to 31 December 2003               2.20 times
----------------------------------------------------------------
</TABLE>

                                                                             20.

<PAGE>

<TABLE>
<CAPTION>
              PERIOD                  MINIMUM PERMITTED INTEREST
                                              COVER RATIO
---------------------------------------------------------------
<S>                                   <C>
 1 January 2004 to 30 June 2004              2.35 times
---------------------------------------------------------------
1 July 2004 to 31 December 2004              2.60 times
---------------------------------------------------------------
 1 January 2005 to 30 June 2005              2.60 times
---------------------------------------------------------------
1 July 2005 to 31 December 2005              2.85 times
---------------------------------------------------------------
1 January 2006 to 30 June 2006               2.85 times
---------------------------------------------------------------
After 1 July 2006                            3.10 times
---------------------------------------------------------------
</TABLE>

         (c)      the Debt Service Cover 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:

                                                                             21.

<PAGE>

<TABLE>
<CAPTION>
              PERIOD                   MINIMUM PERMITTED DEBT SERVICE
                                                COVER RATIO
---------------------------------------------------------------------
<S>                                    <C>
To 30 June 2003                                 1.10 times
---------------------------------------------------------------------
1 July 2003 to 31 December 2003                 1.10 times
---------------------------------------------------------------------
1 January 2004 to 30 June 2004                  1.10 times
---------------------------------------------------------------------
1 July 2004 to 31 December 2004                 1.10 times
---------------------------------------------------------------------
1 January 2005 to 30 June 2005                  1.20 times
---------------------------------------------------------------------
1 July 2005 to 31 December 2005                 1.20 times
---------------------------------------------------------------------
1 January 2006 to 30 June 2006                  1.20 times
---------------------------------------------------------------------
After 1 July 2006                               1.20 times
---------------------------------------------------------------------
</TABLE>

         "INVESTMENT ACCOUNT" means an account referred to in clause 7.4(a).

         "LENDER" means each lender under and as defined in the Term B Facility
         Agreement or the TLB (Tranche 2) Facility Agreement, as applicable,
         from time to time.

         "LENDING OFFICE" means, for a Subscriber (or its Subscriber Affiliate)
         in relation to a Borrower and a Facility, the lending office specified
         as such in the relevant Facility Agreement or in a valid notice of
         assignment or Substitution Certificate, or any other office in the same
         jurisdiction as the original Lending Office or in any office of the
         same jurisdiction as the relevant Borrower that the Subscriber may
         notify to the Parent and the Facility Agent.

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

         "LTM EBITDA" means, for a period, the aggregate of EBITDA for that
         period plus Cost Savings for that period.

         "MAJORITY OF SUBSCRIBERS" means:

         (a)      if a Debenture is outstanding and not redeemed, one or more
                  Subscribers whose aggregate Paid Up Amount of all Debentures
                  recorded in a Register as being held

                                                                             22.

<PAGE>

                  by them equals or exceeds two-thirds of the total Paid Up
                  Amount of all outstanding Debentures;

         (b)      if no Debenture is outstanding and paragraph (c) does not
                  apply, one or more Subscribers whose aggregate Commitments
                  equal or exceed two-thirds of the Total Commitment; or

         (c)      if no Debenture is outstanding and the Commitments have been
                  reduced to zero, one or more Subscribers whose aggregate Paid
                  Up Amount of all Debentures recorded in a Register as being
                  held by them immediately before they were repaid or redeemed
                  in full equalled or exceeded two-thirds of the total Paid Up
                  Amount of all outstanding Debentures at that time,

         (calculated, in the case of any part of the Paid Up Amount of a
         Debenture that is not denominated in Australian Dollars, by reference
         to the AUD Equivalent of the outstanding amount using the relevant Spot
         Rate for the Drawdown Date, Rollover Date or Switch Date for the
         relevant Funding Portions), whether or not a majority of Subscribers by
         number.

         "MAJORITY-OWNED SUBSIDIARY" means a Subsidiary that is not a
         Wholly-Owned Subsidiary.

         "MASTER DEBENTURE" has the meaning given to it in the Debenture Trust
         Deed.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect in the
         reasonable opinion of the Majority of Subscribers 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" means, for a Funding Portion under the Revolving
         Facility Agreement, the last day of the scheduled term of that Funding
         Portion.

         "NET DISPOSAL PROCEEDS" means 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

                                                                             23.

<PAGE>

         (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 document.

         "NET INTEREST EXPENSE" means, 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.

         "NET PRIORITY 1 DEBT" means, on any day:

         (a)      the Priority 1 Debt on that day;

         less

         (b)      the amount of cash held on that day by:

                  (i)      the Parent; or

                  (ii)     any other Group Member, to the extent that there is
                           no legal, contractual or other restriction on the
                           ability of the Parent to readily procure that the
                           cash is transferred to the 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" means, on any day, Net Total Debt less any component
         of Net Total Debt which is subordinated to the liabilities owed to the
         Subscribers under the Transaction Documents.

         "NET TOTAL DEBT" means, 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 the Parent to
         readily procure that the cash is transferred to the Parent or a Group
         Security Provider in such a way that the cash would (if so transferred)
         be subject to a Security.

         "NEW BORROWER" means a Group Member that becomes a Borrower under
         clause 5.7.

         "NEW HIGH YIELD NOTES" means the 10.75% senior subordinated notes due
         2011 issued by Burns Philp Capital Pty Limited and Burns Philp Capital
         (U.S.) Inc pursuant to the New High Yield Notes Indenture.

         "NEW HIGH YIELD NOTES INDENTURE" means the indenture under which the
         New High Yield Notes are issued and all other instruments, agreements
         and other documents evidencing or governing the New High Yield Notes or
         providing for any Guarantee or other right in respect thereof.

         "NEW SECURITY DOCUMENT" means each document listed in schedule 4.

         "NEW SUBSCRIBER" means a financial institution that becomes a
         Subscriber under clause 13.4.

                                                                             24.

<PAGE>

         "NEW TRANSACTION DOCUMENT" means:

         (a)      this document;

         (b)      each Facility Agreement;

         (c)      the Debenture Trust Deed;

         (d)      each Master Debenture;

         (e)      the letter agreement referred to in clause 5.10;

         (f)      each New Security Document;

         (g)      the Security Trustee Agreement;

         (h)      the Escrow Deed;

         (i)      the Intercreditor Agreement;

         (j)      any other document which the Parent and the Facility Agent
                  agree in writing to be a New Transaction Document; and

         (k)      any other document that amends, supplements, replaces or
                  novates any of the above.

         "NEW ZEALAND DOLLAR" and "NZD" means the lawful currency of New
         Zealand.

         "NZD BANK BILL RATE" means, for a period:

         (a)      the rate, expressed as a yield per cent per annum (rounded up
                  (if necessary) to 4 decimal places) that is quoted as the
                  average bid rate on the Reuters monitor system page "BKBM" (or
                  any page that replaces that page) at about 10.45 am (Auckland
                  time) on the first day of that period for bills of exchange
                  accepted by a New Zealand bank that have a term that is equal
                  to (or no more than 2 Business Days shorter or longer than)
                  that period; or

         (b)      if no average bid rate is published in accordance with
                  paragraph (a), the bid rate available to the Facility Agent at
                  about 11.00 am (Auckland time) on that day, as conclusively
                  determined in good faith by the Facility Agent, for bills of
                  exchange accepted by a New Zealand bank that have the tenor
                  described in that paragraph.

         "NZD BASE RATE" means:

         (a)      for a period for which a rate is normally quoted on the
                  Reuters monitor system page "BKBM" (or any page that replaces
                  that page), or for a period that is no more than 2 Business
                  Days shorter or longer than such a period - the relevant NZD
                  Bank Bill Rate; and

         (b)      for any other period - the rate that the Facility Agent
                  calculates by straight-line interpolation in accordance with
                  market practice.

                                                                             25.

<PAGE>

         "OFFER" means the offer made by BPC1 for the ordinary shares in
         Goodman.

         "OPTIONS OFFER" means any offer which may be made by BPC1 to acquire or
         procure the cancellation of all share options in Goodman.

         "PAID UP AMOUNT" has the same meaning as in a Facility Agreement.

         "PERMITTED ENCUMBRANCE" means:

         (a)      an Encumbrance (if any) created under a Transaction Document;

         (b)      an Existing Encumbrance, where the 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 overdue or is being diligently contested in
                  good faith;

         (d)      a set-off 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 favour of:

                    (i)    the Parent;

                    (ii)   a Wholly-Owned Subsidiary; or

                    (iii)  a Majority-Owned Subsidiary in which the 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 clause 5.3(b);

         (j)      an Encumbrance on GF Program Receivables; and

         (k)      any other Encumbrance that the Facility Agent (acting on the
                  instructions of a Majority of Subscribers) approves before it
                  arises, where the amount secured does

                                                                             26.

<PAGE>

                  not increase, and the time for payment of that amount is not
                  extended beyond the amount and time approved.

         "POTENTIAL EVENT OF DEFAULT" means an event or circumstance which, with
         the passage of time or the giving of notice or both, would become an
         Event of Default.

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

         "QUARTER DATE" means each 31 March, 30 June, 30 September and 31
         December.

         "QUARTER PERIOD" means a period from a Quarter Date, and ending on the
         next Quarter Date.

         "REGISTER" has the same meaning as in a Facility Agreement.

         "REGULATORY CHANGE" means:

         (a)      the introduction of, or a change in, an applicable law or
                  regulatory requirement or in its interpretation or
                  administration by a Government Agency; or

         (b)      compliance by a Subscriber or any related body corporate of a
                  Subscriber with an applicable direction, request or
                  requirement (whether existing or future) of a Government
                  Agency, and whether or not it has 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).

         "RELEVANT JURISDICTIONS" means, in respect of any person, the
         jurisdiction of the country (and, in the case of the United States,
         Australia and any other federation, the state, province, canton,
         territory or similar political subdivision) in which such person is
         incorporated and, if different, where it has its principal place of
         business or where it conducts a significant portion of its business.

         "REPAYMENT AMOUNT" means an amount that has become a Repayment Amount
         under clause 7.1(b), pending application under clause 7.5.

         "RESTRUCTURING COSTS" means, 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 capitalisation, consultant fees and
         asset write downs), provided that such costs have been verified by a
         firm of chartered accountants acceptable to the Facility Agent (acting
         reasonably) and a copy of that review has been delivered to the
         Facility Agent.

         "RETIRING SUBSCRIBER" means a Subscriber that arranges a substitution
         under clause 13 in respect of all or part of its Commitments.

         "REVIEW EVENT" has the meaning given to it in clause 8.3(a).

         "REVOLVING DEBENTURE" has the same meaning as in the Debenture Trust
         Deed.

                                                                             27.

<PAGE>

         "REVOLVING FACILITY AGREEMENT" means the Revolving Facility Agreement
         dated on or about the date of this document between the Parent, each
         Borrower, the Facility Agent and certain of the Subscribers.

         "ROLLOVER DATE" has the same meaning as in the Revolving Facility
         Agreement.

         "SECURITY" means 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, amongst others, the Subscribers, other than
         an Encumbrance, Guarantee or undertaking that has been released with
         the consent of the Facility Agent.

         "SECURITY DOCUMENT " means the Security Trust Deed, the Debenture Trust
         Deed, each Security and each other "Transaction Document" as defined in
         the Security Trust Deed or the Debenture Trust Deed.

         "SECURITY INTEREST" means 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" means the trust established under the Security Trust
         Deed.

         "SECURITY TRUST DEED" means the Security Trust Deed dated 28 July 1998
         between the Parent and Chase Securities Australia Limited.

         "SECURITY TRUSTEE" means 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" means the "Security Trustee Agreement " to
         be entered into between, amongst others, the Parent, the Facility
         Agent, and the party named as security trustee in that document.

         "SENIOR DEBT RATIO" means, 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 INTEREST COVER RATIO" means, 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 NET INTEREST EXPENSE" means, 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 realised 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 Term B
         Facility Agreement, the TLB (Tranche 2) Facility 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.

                                                                             28.

<PAGE>

         "SHARE" means for a Subscriber in relation to a Funding Portion, the
         proportion of the Funding Portion that is owing to it or to its
         Subscriber Affiliate, as relevant.

         "SPONSORSHIP DEED" means the deed to be entered into between, amongst
         others, BPC1, Credit Suisse First Boston Australia Equities Limited and
         the party named as the security trustee in that document.

         "SPOT RATE" means, on any day, the rate determined by the Facility
         Agent, in accordance with its usual practice and in the interbank
         market selected by it, to be the rate 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 am
         (local time in the place of that market):

         (a)      in the case of Euro, 2 TARGET Business Days before that day;
                  and

         (b)      in the case of any other currency, 2 Banking Days (in the
                  place of that market) before that day,

         for delivery on that day.

         "SUBORDINATION DEED" means the deed poll dated 27 February 2003 by
         BPC1, the Parent, the Bridge Facility Agent (a defined in the deed) in
         favour of any Senior Creditor (as defined in that deed poll).

         "SUBSCRIBER" means an Initial Subscriber or a New Subscriber, other
         than an Initial Subscriber or a New Subscriber that has assigned or
         substituted all of its rights and obligations (including those of its
         Subscriber Affiliates) under this document and each Facility Agreement
         in accordance with clause 13.

         "SUBSCRIBER AFFILIATE" means, for a Subscriber, a related body
         corporate that it has nominated in relation to a Borrower in accordance
         with clause 1.4.

         "SUBSIDIARY" means:

         (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);

                                                                             29.

<PAGE>

                  (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
                  the Parent, by the Parent and one or more other Subsidiaries
                  or by one or more other Subsidiaries; or

         (b)      any other entity that the Parent or another Subsidiary
                  "controls" for the purposes of section 50AA of the
                  Corporations Act 2001.

         "SUBSIDIARY LIMIT" means the aggregate of:

         (a)      AUD80,000,000; and

         (b)      5% of EBITDA of the Group for the period of 12 months ending
                  on the most recent 30 June or 31 December.

         "SUBSTITUTION CERTIFICATE" means a certificate substantially in the
         form set out in schedule 12.

         "SUPER-MAJORITY OF SUBSCRIBERS" means:

         (a)      if a Debenture is outstanding and not redeemed, one or more
                  Subscribers whose aggregate Paid Up Amount of all Debentures
                  recorded in a Register as being held by them equals or exceeds
                  80% of the total Paid Up Amount of all outstanding Debentures;

         (b)      if no Debenture is outstanding and paragraph (c) does not
                  apply, one or more Subscribers whose aggregate Commitments
                  equal or exceed 80% of the Total Commitment; or

         (c)      if no Debenture is outstanding and the Commitments have been
                  reduced to zero, one or more Subscribers whose aggregate Paid
                  Up Amount of all Debentures recorded in a Register as being
                  held by them immediately before they were repaid or redeemed
                  in full equalled or exceeded 80% of the total Paid Up Amount
                  of all outstanding Debentures at that time,

         (calculated, in the case of any part of the Paid Up Amount of a
         Debenture that is not denominated in Australian Dollars, by reference
         to the AUD Equivalent of the outstanding amount using the relevant Spot
         Rate for the Drawdown Date, Rollover Date or Switch Date for the
         relevant Funding Portions), whether or not 80% of Subscribers by
         number.

         "SUPPLEMENTAL SECURITIES" means:

         (a)      new security documents, on substantially the same terms as the
                  existing Security Documents, from each Subsidiary of the
                  Parent incorporated in Germany and in any other jurisdiction
                  where a new security document is reasonably required to

                                                                             30.

<PAGE>

                  ensure that the Facilities are secured by the same assets and
                  on substantially the same terms as the Existing Senior Loan
                  Agreements; and

         (b)      any acknowledgements or confirmations reasonably required by
                  the Facility Agent from any of the Subsidiaries of the Parent
                  to ensure that the Facilities are secured by the same assets
                  and on substantially the same terms as the Existing Senior
                  Loan Agreements.

         "SWITCH DATE" has the same meaning as in the Term A Facility Agreement.

         "TARGET BUSINESS DAY" means a day on which the TARGET System is
         operating.

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

         "TAX" means a tax, levy, impost, duty, charge, deduction or
         withholding, however it is described, that is imposed by a law or a
         Government Agency, together with any related interest, penalty, fine or
         other charge.

         "TERM A FACILITY AGREEMENT" means the agreement entitled Term A
         Facility Agreement dated 16 January 2003 between the Parent, each
         Borrower, the Facility Agent and the Subscribers.

         "TERM B FACILITY AGREEMENT" means the USD270,000,000 credit agreement
         to be entered into between, amongst others, the Parent, the party named
         as Administrative Agent, the lenders party thereto and Burns Philp
         Inc..

         "TERM B PLEDGE AGREEMENT" means the pledge agreement to be entered into
         by Burns Philp Inc. and the party named as Administrative Agent.

         "TERM DEBENTURE" has the same meaning as in the Debenture Trust Deed.

         "TERM FACILITY AGREEMENT" means each of the Term A Facility Agreement,
         the Term B Facility Agreement and the TLB (Tranche 2) Facility
         Agreement.

         "TERMINATION DATE" means 12 December 2007.

         "THRESHOLD AMOUNT" means AUD50,000,000 less the amount by which the
         Revolving Facility Agreement is utilised to satisfy or discharge the
         obligations of Goodman and its Subsidiaries under, or to refinance, the
         GMF Securitisation Facility.

         "TLA BRIDGE DEBENTURE" means the Financial Indebtedness incurred under
         the TLA Bridge Facility.

         "TLA BRIDGE FACILITY" means the bridge facility made pursuant to the
         TLA Bridge Senior Funding Agreement and the TLA Bridge Term Facility
         Agreement.

         "TLA BRIDGE SENIOR FUNDING AGREEMENT" means the bridge senior funding
         agreement to be entered into between the Parent, each borrower party
         thereto, Credit Suisse First Boston (Melbourne Branch) and the
         subscribers party thereto.

                                                                             31.

<PAGE>

         "TLA BRIDGE TERM FACILITY AGREEMENT" means the bridge term facility
         agreement to be entered into between the Parent, each borrower party
         thereto, Credit Suisse First Boston (Melbourne Branch) and the
         subscribers party thereto.

         "TLB (TRANCHE 2) FACILITY AGREEMENT" means the USD65,000,000 credit
         agreement to be entered into between, amongst others, the Parent, the
         party named as Administrative Agent, the lenders party thereto and
         Burns Philp Inc..

         "TLB (TRANCHE 2) PLEDGE AGREEMENT" means the pledge agreement to be
         entered into by Burns Philp Inc. and the party as named as
         Administrative Agent.

         "TOTAL COMMITMENT" means the sum of the Facility Commitments under all
         Facility Agreements.

         "TOTAL DEBT" means, 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.

         "TOTAL INTEREST EXPENSE" means, 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 realised 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
                  amortisation 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 capitalised in the accounts of the Group and excluding:

         (e)      interest and financing costs on the redeemed USD 100,000,000
                  aggregate amount of 5 1/2 Guaranteed Subordinated Convertible
                  Bonds issued by Burns Philp Treasury (Europe) BV and the
                  redeemed USD 100,000,000 aggregate amount of Conversion Bonds
                  issued by the Parent;

                                                                             32.

<PAGE>

         (f)      the make whole premium on existing financial accommodation of
                  Goodman or any amounts paid by any other Group Member in
                  respect of such amount;

         (g)      any realised 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 document;

         (h)      any dividends paid over the period on the Converting
                  Preference Shares (up to conversion); and

         (i)      any non-cash items included in interest in the most recent
                  financial statements of the Group.

         "TRANSACTION DOCUMENT" means:

         (a)      each New Transaction Document;

         (b)      each other Security Document;

         (c)      any document or agreement that the Parent and the Facility
                  Agent agree in writing is to be a Transaction Document for the
                  purposes of this document; and

         (d)      any document or agreement that amends, supplements, replaces
                  or novates any of the above.

         "TRANSACTIONS" means each of the following transactions:

         (a)      refinancing the financial accommodation that is governed by
                  the Existing Senior Loan Agreements;

         (b)      acquiring shares or options in Goodman;

         (c)      refinancing any financial accommodation of Goodman or its
                  Subsidiaries once it is a Wholly-Owned Subsidiary of the
                  Parent;

         (d)      refinancing any financial accommodation of Goodman or its
                  Subsidiaries once Goodman is a Subsidiary of the Parent but
                  before Goodman becomes a Wholly-Owned Subsidiary of the
                  Parent, to the extent such financial accommodation must be
                  refinanced to ensure that the borrower 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)      refinancing the borrowing under the TLA Bridge Facility;

         (f)      the issuance of the Capital Notes and of up to USD210,000,000
                  senior subordinated notes to be issued by Burns Philp Capital
                  Pty Ltd or Burns Philp Capital (US) Inc. or any alternative
                  senior subordinated facility; and

         (g)      to pay any transaction costs relating to the acquisition of
                  shares or options in Goodman, all debt, asset sales and
                  related transaction costs.

                                                                             33.

<PAGE>

         "TREASURY TRANSACTION" means 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 document).

         "UNITED STATES" means 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.

         "UNITED STATES DOLLAR" and "USD" mean the lawful currency of the United
         States of America.

         "US OBLIGOR" means a Group Party that has a Relevant Jurisdiction in
         the United States.

         "USD BASE RATE" means:

         (a)      for a period for which a rate is normally quoted on the
                  Reuters monitor system page "LIBO" (or any page that replaces
                  that page), or for a comparable period - the relevant USD
                  LIBOR; and

         (b)      for any other period - the rate that the Facility Agent
                  calculates by straight-line interpolation in accordance with
                  market practice.

         "USD LIBOR" means, for a period:

         (a)      the rate determined by the Facility Agent to be the arithmetic
                  mean, expressed as a percentage per annum (rounded up (if
                  necessary) to 4 decimal places), of the rates quoted at or
                  about 11.00 am (London time), 2 Banking Days (in London)
                  before the first day of that period for a period equal or
                  comparable to that period and for value on the first day of
                  that period on the Reuters monitor system page "LIBO" or any
                  page which replaces that page; or

         (b)      where the page referred to in paragraph (a) is not available,
                  or less than 3 rates are quoted on that page at that time, the
                  rate determined by the Facility Agent to be the arithmetic
                  mean of the rates expressed as a percentage per annum (rounded
                  up (if necessary) to 4 decimal places), at which deposits:

                           (i)      denominated in United States Dollars;

                           (ii)     for the same or a comparable amount;

                           (iii)    for a period equal or comparable to that
                                    period; and

                           (iv)     for value on the first day of that period,

                  are offered to the Facility Agent by prime banks, in the
                  interbank market selected by it, at or about 11.00 am (local
                  time in the place of that market) 2 Banking Days in the place
                  of that market before the first day of that period.

                                                                             34.

<PAGE>

         "WHOLLY-OWNED SUBSIDIARY" means a company the entire issued share
         capital of which is beneficially owned by the Parent (either directly
         or indirectly through other Wholly-Owned Subsidiaries).

1.2      RULES FOR INTERPRETING THIS DOCUMENT, THE FACILITY AGREEMENTS AND
         DEBENTURE TRUST DEED

         In this document, the Facility Agreements and the Debenture Trust Deed,
         headings are for convenience only, and do not affect interpretation.
         The following rules also apply in interpreting this document, the
         Facility Agreements and the Debenture Trust Deed, except where the
         context makes it clear that a rule is not intended to apply.

         (a)      A reference to:

                           (i)      legislation (including subordinate
                                    legislation) is to that legislation as
                                    amended, re-enacted or replaced, and
                                    includes any subordinate legislation issued
                                    under it;

                           (ii)     a document or agreement, or a provision of a
                                    document or agreement, is to that document,
                                    agreement or provision as amended,
                                    supplemented, replaced or novated;

                           (iii)    a party to this document, to a Facility
                                    Agreement, to the Debenture Trust Deed or to
                                    any other document or agreement includes a
                                    permitted substitute or a permitted assign
                                    of that party;

                           (iv)     a person includes any type of entity or body
                                    of persons, whether or not it is
                                    incorporated or has a separate legal
                                    identity, and any executor, administrator or
                                    successor in law of the person; and

                           (v)      anything (including a right, obligation or
                                    concept) includes each part of it.

         (b)      A singular word includes the plural, and vice versa.

         (c)      A word which suggests one gender includes the other genders.

         (d)      If a word is defined, another part of speech has a
                  corresponding meaning.

         (e)      If an example is given of anything (including a right,
                  obligation or concept), such as by saying it includes
                  something else, the example does not limit the scope of that
                  thing.

         (f)      The word "AGREEMENT" includes an undertaking or other binding
                  arrangement or understanding, whether or not in writing.

         (g)      The term "ARM'S LENGTH BASIS" means on terms that are fair and
                  reasonable and:

                           (i)      no less favourable to the relevant Group
                                    Member than could reasonably be expected to
                                    apply in a comparable transaction with a

                                                                             35.

<PAGE>

                                    person which is not an affiliate of it where
                                    neither party is under any compulsion to
                                    enter into the transaction; and

                           (ii)     no more favourable to such other person than
                                    could reasonably be expected to apply in a
                                    comparable transaction with a person which
                                    is not its affiliate where neither party is
                                    under any compulsion to enter into the
                                    transaction.

         (h)      The "PROPERTY" of a person is a reference to the whole or any
                  part of its business, undertaking, property, intellectual
                  property, shares, securities, debts, accounts, revenues
                  (including any right to receive revenues), intangible assets,
                  goodwill, shareholdings and uncalled capital including premium
                  whenever acquired, and any other assets whatsoever.

         (i)      The term "DISPOSAL" includes any sale, assignment, exchange,
                  transfer, concession, loan, lease, surrender, licence,
                  reservation, waiver, compromise, release, dealing, parting
                  with possession, or the granting of any option, right or
                  interest whatever, or any agreement for any of the same, and
                  "DISPOSE" means to make a disposal, and "ACQUISITION" and
                  "ACQUIRE" are construed accordingly.

         (j)      The term "RELATED BODY CORPORATE" has the same meaning as in
                  the Corporations Act 2001.

1.3      BUSINESS DAYS

         If the day on or by which a person must do something under this
         document, a Facility Agreement or the Debenture Trust Deed is not a
         Business Day:

         (a)      if the act involves a payment that is due on demand, the
                  person must do it on or by the next Business Day;

         (b)      if the act involves a payment that is not due on demand, the
                  person must do it either:

                           (i)      on or by the next Business Day; or

                           (ii)     if the next Business Day occurs in the next
                                    calendar month or after the Termination
                                    Date, on or by the previous Business Day;
                                    and

         (c)      in any other case, the person must do it on or by the previous
                  Business Day.

1.4      SUBSCRIBER AFFILIATES

         (a)      Subject to paragraph (d), a Subscriber may nominate, in a
                  Facility Agreement, in a Substitution Certificate or by notice
                  to the Parent and the Facility Agent at any time, that its
                  Share of Funding Portions to a particular Borrower be provided
                  by a related body corporate of the Subscriber (or, if a
                  related body corporate is already nominated for that Borrower,
                  through a different related body corporate or through its own
                  branch).

                                                                             36.

<PAGE>

         (b)      If a Subscriber elects that its Share of Funding Portions to a
                  particular Borrower are to be provided through a related body
                  corporate as contemplated by paragraph (a), the Subscriber
                  must procure that the related body corporate does so as
                  required by the relevant Facility Agreement.

         (c)      If a Subscriber Affiliate of a Subscriber provides a Share of
                  Funding Portions as contemplated by paragraph (a):

                           (i)      the parties to this document must comply
                                    with their payment obligations under the
                                    Transaction Documents in favour of the
                                    Subscriber Affiliate as if the Subscriber
                                    Affiliate were itself a Subscriber in
                                    relation to those Funding Portions;

                           (ii)     the Subscriber may exercise the
                                    corresponding rights under the Transaction
                                    Documents on behalf and for the benefit of
                                    the Subscriber Affiliate; and

                           (iii)    the Subscriber must ensure that the
                                    Subscriber Affiliate complies with this
                                    document and the Facility Agreements as if
                                    it were itself a Subscriber in relation to
                                    those Funding Portions.

         (d)      A Subscriber may only nominate a related body corporate under
                  paragraph (a) if it is able to make the representation in
                  clause 3.13 in relation to the related body corporate.

         (e)      The nomination by a Subscriber of a Subscriber Affiliate in
                  relation to a Borrower does not release the Subscriber from
                  its Commitments or other obligations under this document or a
                  Facility Agreement, except to the extent that the Subscriber
                  Affiliate actually performs such an obligation as contemplated
                  by this subclause.

         (f)      The parties acknowledge that a Subscriber will enter into such
                  intragroup arrangements (including, potentially, the giving of
                  intragroup guarantees) as it requires to enable it to provide
                  its Share of Funding Portions to the different Borrowers. It
                  must do so at its own cost.

         (g)      A Subscriber may nominate by notice to the Parent and the
                  Facility Agent at any time that, in relation to any Treasury
                  Transaction to be entered into by a Borrower, the Treasury
                  Transaction be made with a related body corporate of the
                  Subscriber rather than with the Subscriber (or, if a related
                  body corporate is already nominated for that Borrower, with a
                  different related body corporate). The parties to this
                  document acknowledge that a Subscriber Affiliate which is a
                  party to the Treasury Transaction with a Borrower is a
                  beneficiary of the trust declared by the Facility Agent in
                  clause 14.3.

1.5      RIGHTS AND OBLIGATIONS OF THE SUBSCRIBERS AND THE FACILITY AGENT

         (a)      The rights and obligations of the Subscribers and the Facility
                  Agent under the Transaction Documents are several, and none of
                  them is responsible for any act or omission of the others.

                                                                             37.

<PAGE>

         (b)      If a Subscriber fails to perform any of its obligations under
                  a Transaction Document, or notifies the Facility Agent that it
                  will not perform any of those obligations, this does not
                  relieve any other party of any of its obligations under any
                  Transaction Document.

         (c)      Subject to this document, each Subscriber and the Facility
                  Agent may separately enforce its rights under each Transaction
                  Document.

1.6      PARENT TO REPRESENT GROUP PARTIES

         Each Group Party irrevocably authorises the Parent and each Authorised
         Representative of the Parent to exercise that Group Party's rights and
         perform that Group Party's obligations under the Transaction Documents,
         and agrees that it is bound by anything that the Parent or an
         Authorised Representative of the Parent does or purports to do on its
         behalf.

1.7      CHANGES IN GAAP

         The parties acknowledge that changes in GAAP after the date of this
         document may make the operation of clauses 5.3(d) and 5.4, a defined
         term in clause 1.1, or another clause in this document or a Facility
         Agreement that refers to GAAP, inappropriate. If the Parent or the
         Facility Agent considers that this has occurred and notifies the other
         of them to that effect (the "Notification Date"), the Parent and the
         Facility Agent agree to negotiate with each other in good faith to
         attempt to agree to appropriate amendments to the affected clause or
         definition. The Facility Agent must do so on the instructions of a
         Majority of Subscribers. If the Parent and the Facility Agent fail to
         agree on the appropriate amendments to the affected clause or
         definition within 20 Business Days of the Notification Date then the
         Parent's compliance with such affected clause or definition shall be
         determined on the basis of GAAP in effect immediately before the
         relevant change in GAAP became effective, until such notification is
         withdrawn or such clause or definition is amended in a manner
         satisfactory to the Parent and the Facility Agent (acting on the
         instructions of Majority of Subscribers).

2.       CONDITIONS PRECEDENT TO ALL FACILITIES

2.1      CONDITIONS PRECEDENT

         (a)      The Parent may not deliver the first Drawdown Notice under
                  either Facility Agreement until it has provided the Facility
                  Agent with the items listed in part A of schedule 3-1, in form
                  and substance satisfactory to the Facility Agent or the
                  Facility Agent has waived the condition to deliver any of the
                  terms listed in part A of schedule 3-1.

         (b)      No Subscriber is obliged to provide its Share of any Funding
                  Portion unless the Parent has provided the Facility Agent with
                  the items listed in part B of schedule 3-1, in form and
                  substance satisfactory to the Facility Agent.

2.2      PREPOSITIONING OF FUNDS FOR THE FIRST DRAWDOWN

         (a)      The Subscribers acknowledge that they may be asked to
                  preposition funds for the Funding Portions to be provided on
                  the first Drawdown Date, in accordance with

                                                                             38.

<PAGE>

                  the Escrow Deed, before all conditions precedent to the
                  provision of those Funding Portions have been satisfied. The
                  Subscribers agree to do this in accordance with the Escrow
                  Deed.

         (b)      The Borrowers acknowledge the contents of the Escrow Deed and
                  agree that Funding Portions will be taken to have been made to
                  them in accordance with the procedures set out in that
                  document.

         (c)      The Parent and the Borrowers acknowledge, even though some of
                  the funds that the Subscribers preposition with the Facility
                  Agent may be converted into other currencies in accordance
                  with the Escrow Deed, that those funds (and any Funding
                  Portions that are taken to be made with those funds in
                  accordance with the Escrow Deed) are taken for all purposes of
                  this document and the relevant Facility Agreement to have been
                  provided to the Borrowers in the currency in which the
                  Subscribers were requested to provide those funds under the
                  relevant Drawdown Notice.

3.       PAYMENTS

3.1      HOW PAYMENTS MUST BE MADE

         (a)      Each Borrower must make each payment under this document or a
                  Facility Agreement by 1.00pm (local time in the place of
                  receipt), by direct transfer of cleared funds to the credit of
                  the account that the Facility Agent nominates at least 3
                  Business Days before the payment is made (whether or not in
                  the country of issue of the currency in which any relevant
                  Funding Portion is denominated).

         (b)      Each Borrower must make each payment under this document or a
                  Facility Agreement without any set-off or counterclaim and (to
                  the extent permitted by law) free and clear of, and without
                  deduction or withholding for or on account of, any Taxes
                  (other than Excluded Taxes).

3.2 FACILITY AGENT MUST DISTRIBUTE RECEIPTS

         Unless this document or a Facility Agreement provides otherwise, each
         payment that a Borrower makes to the Facility Agent is made for the
         account of the Subscribers entitled to that payment, and the Facility
         Agent must distribute each amount that it receives for the account of
         one or more Subscribers in accordance with their entitlements:

         (a)      by direct transfer of cleared funds to the credit of the
                  account that the Subscriber nominates at least 1 Business Day
                  before the payment is made; and

         (b)      if the Facility Agent receives the payment by 1.00 pm (local
                  time in the place of receipt) on a Banking Day in the place of
                  receipt, on the day the Facility Agent receives it or, if the
                  Facility Agent receives it after that time, by the next
                  Banking Day.

3.3      FACILITY AGENT ONLY OBLIGED TO DISTRIBUTE ACTUAL RECEIPTS

         The Facility Agent is not obliged to pay any amount to, or on behalf
         of, any party (the "RECEIVING PARTY") until it is satisfied that it has
         received that amount from the party

                                                                             39.

<PAGE>

         obliged to pay it (the "PAYING PARTY"). However, the Facility Agent may
         assume that the amount has been, or will be, paid to it in accordance
         with this document or the relevant Facility Agreement. If the Facility
         Agent pays an amount to, or on behalf of, a Receiving Party, but
         determines later that it had not already received that amount from the
         Paying Party:

         (a)      the Receiving Party must refund or reimburse that amount to
                  the Facility Agent on demand; and

         (b)      the Receiving Party or (at the option of the Facility Agent)
                  the Paying Party, must indemnify the Facility Agent against,
                  and must pay the Facility Agent (for its own account) on
                  demand the amount of, all losses, liabilities, expenses and
                  Taxes (other than Excluded Taxes) that the Facility Agent
                  incurs because it paid that amount before it received it.

3.4      EFFECT OF PAYMENT TO FACILITY AGENT

         Subject to this document, a payment by a Group Party to a Subscriber,
         or to the Facility Agent for the account of a Subscriber, satisfies the
         Group Party's obligation to that Subscriber except to the extent that:

         (a)      that Subscriber is obliged to share the payment with another
                  party in accordance with this document; or

         (b)      the Facility Agent or that Subscriber is obliged to refund the
                  payment under any applicable law (whether relating to
                  insolvency or otherwise).

3.5      APPLICATION OF MONEY

         (a)      If any amount that the Facility Agent receives is not
                  sufficient to satisfy all the outstanding obligations of the
                  Group Parties to the Facility Agent in that capacity and to
                  the Subscribers under each Transaction Document, the amount is
                  to be applied in the following order:

                           (i)      first in payment to the Facility Agent and
                                    the Subscribers of amounts due to them under
                                    clause 10;

                           (ii)     then in payment to the Subscribers of
                                    interest due under a Facility Agreement;

                           (iii)    then in payment to the Facility Agent of
                                    fees due to it for its own account;

                           (iv)     then in repayment to the Subscribers of the
                                    principal amount of outstanding Funding
                                    Portions by reducing the Paid Up Amount of
                                    Debentures then due; and

                           (v)      then in payment to the Facility Agent and
                                    the Subscribers of any other amounts due
                                    under the Transaction Documents,

                  in each case (if necessary) rateably in accordance with their
                  entitlements.

                                                                             40.

<PAGE>

         (b)      If the Facility Agent is required to apply money in accordance
                  with paragraph (a) towards payment of obligations that are
                  future or contingent, or have accrued but are payable at a
                  future time, it must withhold a corresponding proportion of
                  that money until:

                           (i)      the obligation becomes actually due for
                                    performance; or

                           (ii)     in the case of future or contingent
                                    obligations, it is satisfied that the
                                    obligation will not become actually due for
                                    performance,

                  and at that time the Facility Agent must apply the relevant
                  amount in accordance with paragraph (a).

3.6      DEDUCTIONS AND WITHHOLDINGS BY GROUP PARTIES

         If at any time an applicable law obliges a Group Party to make a
         deduction or withholding in respect of Taxes from a payment under a
         Transaction Document, the Parent:

         (a)      must notify the Facility Agent of the obligation promptly
                  after any Group Party becomes aware of it;

         (b)      must ensure that the deduction or withholding does not exceed
                  the minimum amount required by law;

         (c)      must pay to the relevant Government Agency on time the full
                  amount of the deduction or withholding and promptly deliver to
                  the Facility Agent a copy of any certified receipt,
                  certificate or other proof of payment; and

         (d)      unless the Tax is an Excluded Tax, must indemnify (or ensure
                  that the relevant Group Party indemnifies) the party entitled
                  to the payment against the deduction or withholding by paying
                  (or ensuring that the relevant Group Party pays) to that
                  party, at the time that the payment to that party is due, an
                  additional amount that ensures that, after the deduction or
                  withholding is made, that party receives a net sum equal to
                  the sum that it would have received if the deduction or
                  withholding had not been made.

3.7      DEDUCTIONS AND WITHHOLDINGS BY OR AFFECTING THE FACILITY AGENT OR A
         SUBSCRIBER

         (a)      If at any time an applicable law obliges the Facility Agent to
                  make a deduction or withholding in respect of Taxes from a
                  payment by it under a Transaction Document to a party other
                  than a Group Member:

                           (i)      the Facility Agent must notify the Parent of
                                    the obligation promptly after the Facility
                                    Agent becomes aware of it;

                           (ii)     the Facility Agent must ensure that the
                                    deduction or withholding does not exceed the
                                    minimum amount required by law;

                           (iii)    the Facility Agent must pay to the relevant
                                    Government Agency on time the full amount of
                                    the deduction or withholding and promptly

                                                                             41.

<PAGE>

                                    deliver to that party a copy of any
                                    certified receipt, certificate or other
                                    proof of payment; and

                           (iv)     unless the Tax is an Excluded Tax, the
                                    Parent (or at the Parent's direction the
                                    relevant Group Party), must indemnify that
                                    party against the deduction or withholding
                                    by paying to the Facility Agent (for the
                                    account of that party), at the time that the
                                    payment is due, an additional amount that
                                    ensures that, after the deduction or
                                    withholding is made, the party receives a
                                    net sum equal to the sum that it would have
                                    received if the deduction or withholding had
                                    not been made.

         (b)      If at any time an applicable law obliges the Facility Agent or
                  a Subscriber to pay Taxes (other than Excluded Taxes) as a
                  result of the failure of a Group Party to make a deduction or
                  withholding in respect of Taxes on account of a payment under
                  a Transaction Document, or as a result of the application of
                  the United States "conduit financing arrangement" rules
                  (Treasury Regulation 1.881-3) or similar provisions of
                  non-U.S. law, then:

                           (i)      the Facility Agent or Subscriber must notify
                                    the Parent of the obligation promptly after
                                    becoming aware of the obligation;

                           (ii)     the Facility Agent or Subscriber must ensure
                                    that the Tax liability does not exceed the
                                    minimum amount required by law;

                           (iii)    the Facility Agent or Subscriber must pay to
                                    the relevant Government Agency on time the
                                    full amount of the Tax and promptly deliver
                                    to the Parent a copy of any certified
                                    receipt, certificate or other proof of
                                    payment; and

                           (iv)     the Parent (or at the Parent's direction the
                                    relevant Group Party) must indemnify the
                                    Facility Agent or Subscriber against the Tax
                                    by paying the Facility Agent or Subscriber,
                                    at the time that the Tax is due, an
                                    additional amount that ensures that the
                                    Facility Agency or Subscriber retains, on an
                                    after-Tax basis, the amount that it would
                                    have retained had the Tax not been payable.

3.8      CURRENCY OF PAYMENTS

         Each Group Party must pay each amount required to be paid by it under
         this document or a Facility Agreement in the currency in which that
         amount is denominated.

3.9      CURRENCY INDEMNITY

         If, for any reason (including as a result of a judgment or order), an
         amount payable by a Group Party under or in respect of a Transaction
         Document (the "RELEVANT AMOUNT") is received by the Facility Agent or a
         Subscriber in a currency (the "PAYMENT CURRENCY") that is not the
         currency in which the amount is expressed to be payable under the
         relevant Transaction Document (the "REQUIRED CURRENCY") then the
         relevant Group Party, as an independent obligation, must indemnify
         against, and must pay the relevant payee on demand the amount of, any
         shortfall between:

                                                                             42.

<PAGE>

         (a)      the amount of Required Currency which the relevant payee
                  receives on converting the amount it received in the Payment
                  Currency into an amount in the Required Currency in accordance
                  with its usual practice; and

         (b)      the Relevant Amount in the Required Currency.

3.10     REPAYMENT FOLLOWING EXCHANGE RATE FLUCTUATIONS

         (a)      If:

                           (i)      as a result of exchange rate fluctuations,
                                    the sum of the AUD Equivalent of each
                                    outstanding Funding Portion is greater for
                                    any 4 consecutive Business Days than 110% of
                                    the AUD Facility Cap on those days; and

                           (ii)     a Subscriber so instructs the Facility
                                    Agent,

                  the Facility Agent must notify the Parent (the day on which it
                  does so being the "NOTIFICATION DATE"), and the Parent must
                  ensure that Borrowers, on the day that falls 5 Business Days
                  after the Notification Date:

                           (iii)    prepay Funding Portions (as selected by the
                                    Parent or, if the Parent makes no selection,
                                    by the Facility Agent) by reducing the
                                    aggregate Paid Up Amount of all Debentures,
                                    in the currency of the relevant Funding
                                    Portion, by the aggregate amount that is
                                    necessary to reduce the AUD Equivalent
                                    (calculated using the Spot Rate on the
                                    Notification Date) of all outstanding
                                    Funding Portions to an amount that is no
                                    greater than the AUD Facility Cap (or such
                                    other amount as the Parent and the Facility
                                    Agent (acting on instructions of all the
                                    Subscribers) may agree); and

                           (iv)     pay all amounts payable under clause 10.1(e)
                                    in relation to those repayments or
                                    reductions.

         (b)      If Borrowers switch Funding Portions under clause 6 of the
                  Term A Facility Agreement so that, on the relevant Switch
                  Date, the AUD Equivalent of Funding Portions that are
                  denominated in Euro is greater than 25% of the AUD Equivalent
                  of all outstanding Funding Portions, the Subscribers agree to
                  consider in good faith a request from the Parent to
                  restructure the operation of paragraph (a) so that it only
                  applies in relation to Funding Portions that are not
                  denominated in Euro, on the basis that the AUD Facility Cap
                  reduces accordingly.

         (c)      The Facility Agent agrees with the Subscribers that it will
                  monitor the AUD Equivalent of outstanding Funding Portions and
                  will advise the Subscribers if the sum of the AUD Equivalent
                  of each outstanding Funding Portion is greater for any 4
                  consecutive Business Days than 110% of the AUD Facility Cap on
                  those days, as contemplated by paragraph (a)(i).

                                                                             43.

<PAGE>

3.11     DEFAULT INTEREST

         (a)      The Parent and each other Group Party must pay interest on
                  each amount that it does not pay under or in connection with a
                  Transaction Document when due, from (and including) the day on
                  which it falls due to (but excluding) the day on which it is
                  paid in full, at the rate calculated in accordance with
                  paragraph (b). This interest must be paid on demand.

         (b)      Interest on an unpaid amount in any currency accrues each day
                  in a Default Interest Period at the Default Rate for that
                  currency for that Default Interest Period, and is capitalised
                  (if not paid) on the last day of that Default Interest Period.

         (c)      This subclause does not affect the Parent's or any other Group
                  Party's obligation to pay each amount under this document when
                  it is due.

         (d)      If a liability of the Parent or any other Group Party becomes
                  merged in a judgment or order, the Parent or that Group Party,
                  as an independent obligation, must pay interest on the amount
                  of that liability, from (and including) the date of the
                  judgment or order until it is paid in full, at the higher of
                  the rate that applies under the judgment or order and the rate
                  calculated in accordance with this subclause.

         (e)      Interest under this clause:

                           (i)      accrues daily; and

                           (ii)     is calculated on the basis of:

                                    (A)      the actual number of days on which
                                             interest has accrued; and

                                    (B)      either a 360 or 365 day year,
                                             depending on the basis that the
                                             Facility Agent decides is generally
                                             accepted as appropriate in relation
                                             to the currency in which the
                                             relevant amount is denominated.

3.12     GROUP PARTIES TO NOTIFY THE FACILITY AGENT OF PAYMENTS

         If a Group Party makes a payment under this document or a Facility
         Agreement direct to a Subscriber, the Parent must advise the Facility
         Agent within 1 Business Day of the identity of the payer and the payee,
         the amount of the payment and the obligation to which the payment
         relates.

3.13     REPRESENTATION BY THE SUBSCRIBERS

         Each Subscriber separately represents to the Parent that it will
         provide (or procure that a Subscriber Affiliate provides) its Share of
         a Funding Portion to a Borrower through the relevant Lending Office as
         part of carrying on business in the jurisdiction in which the Lending
         Office is located at or through a permanent establishment in that
         jurisdiction.

4.       REPRESENTATIONS AND WARRANTIES

4.1      LEGAL REPRESENTATIONS AND WARRANTIES

                                                                             44.

<PAGE>

         The Parent represents and warrants to the Facility Agent, the
         Subscribers (including any Subscriber Affiliate) and the Arrangers, in
         respect of itself and separately in respect of each Borrower and each
         other Subsidiary, as of the date of this document and as of the first
         Drawdown Date, that, except as disclosed in schedule 11 or as
         contemplated by clause 5.8:

         (a)      (STATUS) it:

                           (i)      is a corporation duly established (and, in
                                    the case of a corporation incorporated in
                                    the United States of America, 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 authorise its entry into the Transaction
                  Documents and its carrying out the transactions that they
                  contemplate;

         (d)      (AUTHORISATIONS) it holds each Authorisation 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
                  Authorisations 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;

         (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

                                                                             45.

<PAGE>

                  unsecured and unsubordinated payment obligations (whether
                  present or future, actual or contingent), other than
                  obligations that are mandatorily preferred by law;

         (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 Authorisation;

                           (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 any New Security
                  Documents or other filings disclosed in the legal opinions
                  referred to in schedule 3-1 Part B on or around the first
                  Drawdown 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 Facility 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;

                                                                             46.

<PAGE>

         (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)      (HIGH YIELD NOTES) the Financial Indebtedness incurred by it
                  under the Transaction Documents constitutes and is designated
                  as "Designated Senior Indebtedness" under and as defined in
                  the High Yield Note Indenture and the New High Yield Notes
                  Indenture.

4.2      ADDITIONAL REPRESENTATIONS AND WARRANTIES BY THE PARENT

         The Parent also represents and warrants to the Facility Agent, the
         Subscribers (including any Subscriber Affiliate) and the Arrangers, as
         of the date of this document and as of the first Drawdown Date that,
         except as described in schedule 11:

         (a)      (GROUP STRUCTURE) the most recent Group Structure Chart as at
                  the date it was delivered to the Facility Agent was 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 document, is
                                    beneficially owned by the 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 document to any
                                    person who is not a Group Member;

         (b)      (ACCOUNTS):

                           (i)      the most recent Accounts that it has given
                                    to the Facility Agent have been prepared in
                                    accordance with the laws of Australia and
                                    (unless inconsistent with those laws) GAAP;

                           (ii)     the most recent Accounts that it has given
                                    to the Facility 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 Accounts
                                    provided pursuant to clause 5.2(b) need not
                                    qualify as "true and fair" for the purposes
                                    of GAAP); and

                                                                             47.

<PAGE>

                           (iii)    there has been no change since the date of
                                    the most recent Accounts that it has given
                                    to the Facility Agent that could have a
                                    Material Adverse Effect;

         (c)      (IM AND OTHER INFORMATION):

                           (i)      the contents of any information memorandum
                                    that the Parent approves for use in the
                                    syndication of the Facilities, and any other
                                    written information and reports that it has
                                    given to the Lead Arranger and Underwriter
                                    or the Facility Agent (whether before or
                                    after this document was executed) in
                                    connection with any Transaction Document
                                    (but not information in connection with
                                    Goodman and its Subsidiaries prior to
                                    Goodman becoming a Wholly-Owned Subsidiary
                                    of the Parent), 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
                                    Lead Arranger and Underwriter or the
                                    Facility Agent by the Parent;

                           (ii)     any forecasts and projections (but not
                                    projections in connection with Goodman and
                                    its Subsidiaries prior to Goodman becoming a
                                    Wholly-Owned Subsidiary of the Parent 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 the
                                    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 the Parent's control and
                                    the Parent can give no assurance that the
                                    forecasts and projections will be realised);
                                    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 document or, if given later, when
                  given;

         (d)      (DISCLOSURE OF RELEVANT INFORMATION) it has disclosed to the
                  Facility Agent and each Subscriber all the information that
                  such parties have requested as being material to an assessment
                  by that party of the risks that that party assumes by entering
                  into any Transaction Document; and

         (e)      (NO DEFAULT OR REVIEW EVENT) no:

                  (i)      Event of Default;

                  (ii)     Potential Event of Default; or

                  (iii)    Review Event,

                                                                             48.

<PAGE>

                  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.

4.3      US SPECIFIC REPRESENTATIONS AND WARRANTIES

         The Parent and each US Obligor represents and warrants to the Facility
         Agent, the Subscribers (including any Subscriber Affiliate) and the
         Arrangers that:

         (a)      neither BP US nor any ERISA Subsidiary 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 BP US 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 BP US, 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 BP US or another member of
                  BP US or any other entity treated as a single employer with
                  respect to BP US under section 414(b), (c), (m) or (o) of the
                  Code for the benefit of the employees of BP US, 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 favourable 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)      each location in the United States at which a US Obligor has
                  equipment, inventory or real property with an aggregate fair
                  market value equal to or greater than $1,000,000 is specified
                  in schedule 8 for that US Obligor;

                                                                             49.

<PAGE>

         (e)      no part of the proceeds of any Funding Portion 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

         (f)      neither the Parent nor any of its Subsidiaries is:

                  (i)      an "investment company" as defined in, or subject to
                           regulation under, the United States Investment
                           Company 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.

4.4      REPETITION OF REPRESENTATIONS AND WARRANTIES

         The representations and warranties in this clause (other than clauses
         4.1 (d), (e), (g), (i), (m), (n), (o), (p) or (q) or clause 4.2(a) and
         in the case of each Rollover Date, Switch Date and Interest Payment
         Date, clause 4.2(e)(ii) or (e)(iii)) are taken to be repeated on each
         Drawdown Date (other than the first Drawdown Date), each Rollover Date,
         each Switch Date and each Interest Payment Date, on the basis of the
         facts and circumstances as at that date (or, in the case of clause
         4.2(c), as at the dates contemplated by that clause, provided that the
         representation and warranty in clause 4.2(c)(i) in respect of any
         information memorandum will not be taken to be repeated after the
         earlier of:

         (a)      the date the Lead Arranger and Underwriter notifies the Parent
                  that the syndication of the Facilities is complete; and

         (b)      9 months from the first Drawdown Date under the Facilities,
                  unless the Lead Arranger and Underwriter requests an extension
                  to this date which is approved by the Parent (such approval
                  not to be unreasonably withheld or delayed), in which case 12
                  months from the Drawdown Date under the Facilities.

4.5      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 or repeated in this
         clause.

4.6      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.

4.7      ACKNOWLEDGMENT OF FOREIGN CURRENCY RISKS

         (a)      The Parent and each Borrower represents and warrants to each
                  Arranger, the Facility Agent and the Subscribers (including
                  any Subscriber Affiliate) it is fully

                                                                             50.

<PAGE>

                  aware of the risks involved when a Borrower draws a Funding
                  Portion (including the risk that exchange rate fluctuations
                  may cause the AUD Equivalent of a Funding Portion to become
                  significantly greater than the AUD Equivalent as at the
                  Drawdown Date, Rollover Date or Switch Date for that Funding
                  Portion).

         (b)      The Parent and each Borrower agrees that the Arrangers, the
                  Facility Agent and the Subscribers (including any Subscriber
                  Affiliate) are not:

                           (i)      responsible for monitoring or managing the
                                    Group's exposure to exchange rate
                                    fluctuations, or for advising any Group
                                    Member of any fluctuations;

                           (ii)     obliged to take any action in order to limit
                                    that exposure; or

                           (iii)    liable for any losses or liabilities that a
                                    Borrower may incur by drawing a Funding
                                    Portion in any currency.

5.       UNDERTAKINGS

5.1      GENERAL UNDERTAKINGS

         The Parent must:

         (a)      (MAINTAIN STATUS) maintain, and ensure that each of its
                  Subsidiaries maintains, its corporate existence except, in the
                  case of an Excluded Subsidiary, to the extent that it is
                  Liquidated in accordance with clause 5.8;

         (b)      (COMPLY WITH LAW) comply with, and ensure that each of its
                  Subsidiaries 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 Authorisations
                                    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 paragraph
                                    (c)(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;

                                                                             51.

<PAGE>

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

         (f)      (HOLD AUTHORISATIONS) obtain and maintain, and ensure that
                  each Subsidiary obtains and maintains, each Authorisation 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
                  Authorisations is subject except, in the case of an Excluded
                  Subsidiary, to the extent that it is Liquidated in accordance
                  with clause 5.8;

         (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 Authorisation;

                           (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;

         (j)      (INSURANCE) keep, and must ensure that each Subsidiary keeps,
                  its property and business insured:

                                                                             52.

<PAGE>

                           (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 Facility Agent reasonably requires,

                  and must provide the Facility Agent on each anniversary of the
                  date of this document, 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
                  Facility 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 1 Business Day's prior notice to the Facility
                  Agent, except, in the case of an Excluded Subsidiary, as part
                  of a Liquidation in accordance with clause 5.8;

         (l)      (PERMITTED USE OF FUNDS) ensure that each Borrower applies all
                  Funding Portions made to it solely for the purposes specified
                  in the relevant Facility Agreement;

         (m)      (TERMS OF ASSOCIATE ARRANGEMENTS):

                           (i)      use its best endeavours, 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 clause 7.3(g); and

                           (ii)     if it or a Group Member proposes to acquire
                                    an Associate after the date of this
                                    document:

                                    (A)      use its best endeavours 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
                                             clause 7.3(g); or

                                    (B)      to the extent that it is not able
                                             to exercise the control
                                             contemplated by paragraph
                                             (m)(ii)(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.

5.2      REPORTS AND INFORMATION

         The Parent must give the Facility Agent:

                                                                             53.

<PAGE>

         (a)      (ANNUAL ACCOUNTS) as soon as possible (and in any event within
                  90 days) after the end of each Financial Year, a set of its
                  audited Accounts (consolidated and unconsolidated) for that
                  Financial Year, prepared in accordance with the laws of
                  Australia and (except where inconsistent with those laws)
                  GAAP;

         (b)      (QUARTERLY ACCOUNTS) as soon as possible (and in any event
                  within 45 days) after the end of each Financial Quarter, a set
                  of its unaudited consolidated Accounts 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 chief financial officer of the
                  Parent as giving a true and fair view of the Group for that
                  Financial Quarter (but without requiring the Parent to include
                  the notes or disclosures that GAAP would otherwise require to
                  be provided with those Accounts in order for the Accounts to
                  qualify as "true and fair" for the purposes of GAAP);

         (c)      (COMPLIANCE CERTIFICATES) at the same time as it gives the
                  Facility Agent any Accounts under paragraph (a) or (b), a
                  certificate that:

                  (i)      sets out each of the Debt Service Cover Ratio, the
                           Gearing Ratio, the Senior Debt Ratio, the Interest
                           Cover Ratio and the Senior Interest Cover Ratio for
                           the period of 12 months that ends on the day to which
                           those Accounts 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)    (A)      in the case of a certificate that is given
                                    at the same time as Accounts under paragraph
                                    (a), is certified as correct by the
                                    accounting firm that audited those Accounts;
                                    and

                           (B)      in the case of a certificate that is given
                                    at the same time as Accounts under paragraph
                                    (b), is certified as correct by a director
                                    or the chief financial officer of the
                                    Parent;

         (d)      (COPY OF REPORTS) a copy of each document that it gives to its
                  shareholders or to any stock exchange, at the same time as it
                  gives it to them or it;

         (e)      (NOTICE OF DEFAULT OR REVIEW EVENT) as soon as it becomes
                  aware that an Event of Default, Potential Event of Default or
                  Review Event has occurred, full details of that Event of
                  Default, Potential Event of Default or Review Event;

         (f)      (NOTICE OF LITIGATION) full details of any litigation,
                  arbitration, mediation, conciliation or administrative
                  proceeding which involves a claim exceeding AUD20,000,000 (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;

                                                                             54.

<PAGE>

         (g)      (OTHER INFORMATION) promptly on request (and in any event
                  within 5 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 Facility Agent
                  reasonably requests; and

         (h)      (GOODMAN INFORMATION) as soon as practicable following the
                  Parent obtaining access to the books and records and financial
                  information of Goodman and in any event within 90 days of
                  Goodman becoming a Wholly-Owned Subsidiary of the Parent, an
                  update to the due diligence reports prepared by KPMG in
                  respect of the Group dated 28 May 2001 and the update due
                  diligence report on Directors' Projections addressed to and
                  capable of being relied upon by the Facility Agent and the
                  Subscribers, the scope of such update to be as reasonably
                  required by the Facility Agent after consultation with the
                  Parent and to include the financial results of the Group for
                  the period ended 31 December 2002 together with 5 years of
                  financial projections which take into account the acquisition
                  of Goodman and its Subsidiaries; and

         (i)      (PROJECTIONS ) promptly on request (and in any event within 5
                  Business Days of the first Drawdown Date) pro forma
                  projections for the Parent and the Subsidiaries on a
                  consolidated basis, reasonably satisfactory to the Facility
                  Agent, for the period from and including the first Drawdown
                  Date to and including 30 June 2009, presented on a quarterly
                  basis for the first 12 months of such period and on a yearly
                  basis thereafter.

5.3 NEGATIVE UNDERTAKINGS

         The Parent must:

         (a)      (NEGATIVE PLEDGE) not create or permit to exist, and ensure
                  that no Subsidiary creates or permits to exist, any
                  Encumbrance over any of its property, other than a Permitted
                  Encumbrance;

         (b)      (NO FINANCIAL INDEBTEDNESS) not incur Financial Indebtedness,
                  and must ensure that no Subsidiary or (if the matter is within
                  the Parent's control) Associate incurs Financial Indebtedness,
                  without the consent of the Facility Agent (acting on the
                  instructions of a Super-Majority of Subscribers), other than:

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

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

                           (B)      Treasury Transactions entered into with a
                                    Subscriber or a Subscriber Affiliate or a
                                    Lender or an Affiliate of a Lender (which
                                    may be secured under the Securities as
                                    Priority 1 Debt) and unsecured Treasury
                                    Transactions entered into with any other
                                    person;

                           (C)      working capital facilities entered into by
                                    one or more Group Security Providers with
                                    financial institutions (which may be

                                                                             55.

<PAGE>

                                    secured as Priority 1 Debt if the financial
                                    institutions first enter into an
                                    intercreditor agreement with the Facility
                                    Agent on terms reasonably satisfactory to
                                    the Facility Agent) as long as the aggregate
                                    principal amount of Financial Indebtedness
                                    outstanding under such working capital
                                    facilities does not exceed AUD 40,000,000 on
                                    any date;

                           (D)      Financial Indebtedness entered into by any
                                    Group Security Provider, as long as it is
                                    either:

                                    (I)      unsecured; or

                                    (II)     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 the providers of the
                                             Financial Indebtedness first enter
                                             into an intercreditor agreement
                                             with the Facility Agent on terms
                                             reasonably satisfactory to the
                                             Facility Agent;

                           (E)      other Financial Indebtedness entered into by
                                    a Group Member that is not a Group Security
                                    Provider, as long as:

                                    (I)      the sum of all such Group Members':

                                                     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
                                                              the Parent's
                                                              direct or indirect
                                                              proportionate
                                                              ownership interest
                                                              in the Group
                                                              Member,

                                             does not exceed the Subsidiary
                                             Limit at any time; and

                                    (II)     the Financial Indebtedness is
                                             either unsecured, or only secured
                                             over assets of the relevant Group
                                             Member;

                           (F)      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
                                    the Parent's direct or indirect
                                    proportionate ownership interest is the same
                                    or greater than the Parent's direct or
                                    indirect proportionate ownership in the
                                    First Group Member;

                           (G)      Financial Indebtedness that is provided by a
                                    Group Security Provider to Goodman or any
                                    Wholly-Owned Subsidiary of

                                                                             56.

<PAGE>

                                    Goodman after Goodman has become a
                                    Subsidiary of the Parent but before Goodman
                                    has become a Group Security Provider;

                           (H)

                                    (I)      Financial Indebtedness incurred
                                             under the Term B Facility Agreement
                                             (which may be secured under the
                                             Term B Pledge Agreement and under
                                             the Securities as Priority 1 Debt);
                                             or

                                    (II)     if the commitment under the Term B
                                             Facility Agreement is reduced (the
                                             amount of the reduction being the
                                             "REDUCTION AMOUNT"), any other
                                             Financial Indebtedness up to an
                                             amount equal to the Reduction
                                             Amount incurred in substitution for
                                             the Reduction Amount(which may be
                                             secured under the Term B Pledge
                                             Agreement and under the Securities
                                             as Priority 1 Debt); and

                                    (III)    and any other Financial
                                             Indebtedness up to USD $100,000,000
                                             secured on the same basis and
                                             ranking pro rata and pari passu
                                             with the Term A Facility Agreement,
                                             the Term B Facility Agreement and
                                             the TLB (Tranche 2) Facility
                                             Agreement which constitutes an
                                             incremental loan amount (as defined
                                             in the Term B Facility Agreement)
                                             (which may be secured under the
                                             Term B Pledge Agreement and under
                                             the Securities as Priority 1 Debt);

                           (I)      Financial Indebtedness of Goodman or any of
                                    its Subsidiaries that:

                                    (I)      exists on the Control Date; and

                                    (II)     does not exceed USD$50,000,000 from
                                             and after the later of the date
                                             that is 75 days after:

                                             (1)       the Control Date; and

                                             (2)       the first Drawdown Date;

                           (J)

                                    (I)      the TLA Bridge Debenture and any
                                             other Financial Indebtedness
                                             incurred under the TLA Bridge
                                             Facility (which may be secured
                                             under the Securities as Priority 1
                                             Debt) and any Financial
                                             Indebtedness provided to Goodman to
                                             fund the repayment, prepayment or
                                             redemption of the GMF Notes;
                                             provided the entire outstanding
                                             principal amount thereof must be
                                             repaid on or prior to the first
                                             Drawdown Date; and

                                    (II)     and any other Financial
                                             Indebtedness provided that in each
                                             case such Financial Indebtedness is
                                             used to repay in full all amounts
                                             outstanding under the Facility
                                             Agreements on the

                                                                             57.

<PAGE>

                                             day such other Financial
                                             Indebtedness is drawn (which may be
                                             secured under the Securities as
                                             Priority 1 Debt); or

                           (K)      Financial Indebtedness incurred under the
                                    TLB (Tranche 2) Facility Agreement (which
                                    may be secured under the TLB (Tranche 2)
                                    Pledge Agreement and under the Securities as
                                    Priority 1 Debt); or

                  (ii)     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 Associate is the Parent's direct or
                                    indirect proportionate ownership interest in
                                    the Associate,

                           does not exceed the Associate Limit at any time;

         (c)      (NO DISPOSAL OF PROPERTY) not 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:

                           (i)      as permitted by paragraph (a), (e) or (g);

                           (ii)     as permitted by clause 7;

                           (iii)    in the case of Excluded Subsidiaries, as
                                    contemplated by clause 5.8; or

                           (iv)     with the consent of the Facility Agent
                                    (acting on the instructions of a
                                    Super-Majority of Subscribers);

         (d)      (RESTRICTIONS ON CAPEX) not incur Capex at any time, and must
                  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:

                           (i)      20% of EBITDA for the Group for that
                                    Financial Year; and

                           (ii)     the amount set out for that Financial Year
                                    in the following table:

<TABLE>
<CAPTION>
---------------------------------------------------------
                                     PERMITTED CAPEX (AUD
FINANCIAL YEAR (END DATE)                   MILLION)
---------------------------------------------------------
<S>                                  <C>
       30 June 2003                          100.0
---------------------------------------------------------

       30 June 2004                          170.0
---------------------------------------------------------

       30 June 2005                          150.0
---------------------------------------------------------
</TABLE>

                                                                             58.

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------
                                     PERMITTED CAPEX (AUD
FINANCIAL YEAR (END DATE)                   MILLION)
---------------------------------------------------------
<S>                                  <C>

       30 June 2006                          130.0
---------------------------------------------------------

       30 June 2007                          120.0
---------------------------------------------------------

       30 June 2008                          120.0
---------------------------------------------------------
</TABLE>

                           plus, for each Financial Year, the amount (if any) by
                           which the amount actually spent by Group Members on
                           Capex in the previous Financial Year is less than the
                           amount specified for that previous Financial Year in
                           the table,

                  calculated, in the case of expenditure incurred in currencies
                  other than Australian Dollars, at the Spot Rate at the time
                  the expenditure is incurred;

         (e)      (NO DISTRIBUTIONS) not, and ensure that the Subsidiaries do
                  not, declare or pay any dividend, return any capital to its
                  shareholders or 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 ("DISTRIBUTION"), unless:

                  (i)      no Event of Default or Potential Event of Default has
                           occurred which is continuing immediately prior to the
                           Distribution and the Distribution will not result in
                           the occurrence of an Event of Default or Potential
                           Event of Default; and

                  (ii)     there is no breach of clause 5.3(i); and

                  (iii)    one of the following conditions in (A) - (E) below is
                           met:

                           (A)      the Distribution is to be funded from
                                    either:

                                    (1)      Free Cash Flow (excluding for the
                                             purposes of this clause 5.3(e)(iii)
                                             any amount referred to in paragraph
                                             (J)(1) of the definition of "Free
                                             Cash Flow") available to the Group
                                             at the end of each calendar year
                                             after satisfaction by the Parent of
                                             its obligations under clause 8.2(c)
                                             of the Term A Facility Agreement;
                                             or

                                    (2)      Free Cash Flow (excluding for the
                                             purposes of this clause 5.3(e)(iii)
                                             any amount referred to in paragraph
                                             (J)(1) of the definition of "Free
                                             Cash Flow") for the 6 month period
                                             ending on 30 June in each year that
                                             would be available to the Group at
                                             the end of that 6 months after the
                                             satisfaction by the Parent of its
                                             obligations if the obligations of
                                             the Parent under clause 8.2(c) of
                                             the Term A Facility Agreement also
                                             applied for each 6 month period
                                             ending on 30 June in each year; or

                                                                             59.

<PAGE>

                           (B)      the Distribution is in favour of the Parent
                                    or a Wholly-Owned Subsidiary (or, in the
                                    case of a dividend, return of capital or
                                    distribution by a Majority Owned Subsidiary,
                                    in favour of all its owners pro rata in
                                    accordance with their respective ownership
                                    interests); or

                           (C)      in the case of an Excluded Subsidiary, to
                                    the extent that it is Liquidated in
                                    accordance with clause 5.8; or

                           (D)      with the consent of the Facility Agent
                                    (acting on the instructions of the Majority
                                    of Subscribers); or

                           (E)      the Distribution is a dividend paid by the
                                    Parent:

                                    (1)      on ordinary shares in the Parent
                                             for an aggregate amount of up to
                                             US$25,000,000 until the Facility
                                             Commitments are reduced to zero;
                                             and

                                    (2)      from and after 30 September 2003,
                                             on ordinary shares of the Parent in
                                             each fiscal year up to an aggregate
                                             amount equal to:

                                             (A)     25% of Free Cash Flow from
                                                     the immediately preceding
                                                     fiscal year, if the Senior
                                                     Debt Ratio on the
                                                     immediately preceding
                                                     Calculation Date was
                                                     greater than 2.50 times,
                                                     but less than or equal to
                                                     2.75 times; or

                                            (B)      50% of Free Cash Flow from
                                                     the immediately preceding
                                                     fiscal year, if the Senior
                                                     Debt Ratio on the
                                                     immediately preceding
                                                     Calculation Date was less
                                                     than or equal to 2.50
                                                     times; or

                                    (3)      on Converting Preference Shares in
                                             the Parent;

         (f)      (NO CHANGES TO SHARE CAPITAL) in the case of the Parent only,
                  not 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 document) (a "SHARE CAPITAL EVENT"), except as
                  contemplated by the terms of the Capital Notes or unless:

                  (i)      no Event of Default or Potential Event of Default has
                           occurred which is continuing immediately prior to the
                           Share Capital Event and the Share Capital Event will
                           not result in the occurrence of an Event of Default
                           or Potential Event of Default; and

                  (ii)     there is no breach of close 5.3(i),

                  and:

                  (iii)    the Share Capital Event is to be funded from either:

                                                                             60.

<PAGE>

                           (A)      Free Cash Flow available to the Group at the
                                    end of each calendar year after satisfaction
                                    by the Parent of its obligations under
                                    clause 8.2(c) of the Term A Facility
                                    Agreement; or

                           (B)      Free Cash Flow for the 6 month period ending
                                    on 30 June in each year that would be
                                    available to the Group at the end of that 6
                                    months after the satisfaction by the Parent
                                    of its obligations if the obligations of the
                                    Parent under clause 8.2(c) of the Term A
                                    Facility Agreement also applied for each 6
                                    month period ending on 30 June in each year;
                                    or

                  (iv)     with the consent of the Facility Agent (acting on the
                           instructions of the Majority of Subscribers);

         (g)      (NO MERGERS OR RECONSTRUCTIONS) not, and ensure that the
                  Subsidiaries do not, participate in any merger, demerger,
                  amalgamation or reconstruction, except:

                           (i)      in favour of the 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 the Parent in that
                                    Majority-Owned Subsidiary or its assets (as
                                    appropriate) is not reduced);

                           (ii)     in the case of an Excluded Subsidiary, to
                                    the extent that it is Liquidated in
                                    accordance with clause 5.8; or

                           (iii)    with the consent of the Facility Agent
                                    (acting on the instructions of the Majority
                                    of Subscribers), which consent may not be
                                    unreasonably withheld;

         (h)      (NO CHANGES TO CONSTITUTION) not amend, and 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

                           (ii)     otherwise in any respect that would
                                    materially adversely affect the interests of
                                    the Subscribers,

                  without the consent of the Facility Agent (acting on the
                  instructions of a Majority of Subscribers); and

         (i)      (INTEREST ON CAPITAL NOTES) not pay, and must ensure that no
                  Subsidiary pays, any interest (in whole or in part) under the
                  Bridge Facility or the Capital Notes and must suspend, and
                  must ensure that any Subsidiary suspends, the payment of any
                  such interest in accordance with the provisions of the Capital
                  Notes Bridge Facility Agreement and the Capital Notes Trust
                  Deed if at any time there is a breach of any of the Interest
                  Suspension Financial Covenants and for so long as that breach
                  continues.

         (j)      (EARLY REDEMPTION OF CAPITAL NOTES) not, and must ensure that
                  its Subsidiaries do not, redeem, repurchase, or retire or
                  acquire any Capital Notes prior to the

                                                                             61.

<PAGE>

                  scheduled maturity date without the prior written consent of
                  the Facility Agent (acting on the instructions of a Majority
                  of Subscribers).

5.4      FINANCIAL UNDERTAKINGS

         The Parent must ensure that:

         (a)      (DEBT SERVICE COVER RATIO) the Debt Service Cover Ratio for
                  each period of 12 months that ends on a Calculation Date that
                  occurs in a period set out in the following table is not less
                  than the amount set out in the following table opposite that
                  period:

<TABLE>
<CAPTION>
--------------------------------------------------------------------

                                      MINIMUM PERMITTED DEBT SERVICE
             PERIOD                             COVER RATIO
--------------------------------------------------------------------
<S>                                   <C>
        To 30 June 2003                         1.10 times
--------------------------------------------------------------------

1 July 2003 to 31 December 2003                 1.10 times
--------------------------------------------------------------------

 1 January 2004 to 30 June 2004                 1.10 times
--------------------------------------------------------------------

1 July 2004 to 31 December 2004                 1.10 times
--------------------------------------------------------------------

 1 January 2005 to 30 June 2005                 1.20 times
--------------------------------------------------------------------

1 July 2005 to 31 December 2005                 1.20 times
--------------------------------------------------------------------

 1 January 2006 to 30 June 2006                 1.20 times
--------------------------------------------------------------------

       After 1 July 2006                        1.20 times
--------------------------------------------------------------------
</TABLE>

         (b)      (GEARING RATIO) the Gearing Ratio for each period of 12 months
                  that ends on a Calculation Date that occurs in a period set
                  out in the following table is not more than the amount set out
                  in the following table opposite that period:

<TABLE>
<CAPTION>
----------------------------------------------------------------------

            PERIOD                     MAXIMUM PERMITTED GEARING RATIO
----------------------------------------------------------------------
<S>                                    <C>

        To 30 June 2003                           4.90 times
----------------------------------------------------------------------

1 July 2003 to 31 December 2003                   4.90 times
----------------------------------------------------------------------
</TABLE>

                                                                             62.

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------

            PERIOD                     MAXIMUM PERMITTED GEARING RATIO
----------------------------------------------------------------------
<S>                                    <C>

1 January 2004 to 30 June 2004                    4.75 times
----------------------------------------------------------------------

1 July 2004 to 31 December 2004                   4.25 times
----------------------------------------------------------------------

1 January 2005 to 30 June 2005                    4.00 times
----------------------------------------------------------------------

1 July 2005 to 31 December 2005                   3.75 times
----------------------------------------------------------------------

1 January 2006 to 30 June 2006                    3.50 times
----------------------------------------------------------------------

       After 1 July 2006                          3.25 times
----------------------------------------------------------------------
</TABLE>

         (c)      (INTEREST COVER RATIO) the Interest Cover Ratio for each
                  period of 12 months that ends on a Calculation Date that
                  occurs in a period set out in the following table is not less
                  than the amount set out in the following table opposite that
                  period:

<TABLE>
<CAPTION>
---------------------------------------------------------------------

                                     MINIMUM PERMITTED INTEREST COVER
             PERIOD                                RATIO
------------------------------------ --------------------------------
<S>                                  <C>
        To 30 June 2003                         2.10 times
------------------------------------ --------------------------------

1 July 2003 to 31 December 2003                 2.10 times
------------------------------------ --------------------------------

 1 January 2004 to 30 June 2004                 2.25 times
------------------------------------ --------------------------------

1 July 2004 to 31 December 2004                 2.50 times
------------------------------------ --------------------------------

 1 January 2005 to 30 June 2005                 2.50 times
------------------------------------ --------------------------------

1 July 2005 to 31 December 2005                 2.75 times
------------------------------------ --------------------------------

 1 January 2006 to 30 June 2006                 2.75 times
------------------------------------ --------------------------------

       After 1 July 2006                        3.00 times
------------------------------------ --------------------------------
</TABLE>

         (d)      (SENIOR INTEREST COVER RATIO) the Senior Interest Cover Ratio
                  for each period of 12 months that ends on a Calculation Date
                  that occurs in a period set out in the

                                                                             63.

<PAGE>

                  following table is not less than the amount set out in the
                  following table opposite that period:

<TABLE>
<CAPTION>
-----------------------------------------------------------------

                                         MINIMUM PERMITTED SENIOR
            PERIOD                         INTEREST COVER RATIO
-----------------------------------------------------------------
<S>                                      <C>

        To 30 June 2003                         3.75 times
-----------------------------------------------------------------

1 July 2003 to 31 December 2003                 3.75 times
-----------------------------------------------------------------

1 January 2004 to 30 June 2004                  4.00 times
-----------------------------------------------------------------

1 July 2004 to 31 December 2004                 4.25 times
-----------------------------------------------------------------

1 January 2005 to 30 June 2005                  4.50 times
-----------------------------------------------------------------

1 July 2005 to 31 December 2005                 4.75 times
-----------------------------------------------------------------

1 January 2006 to 30 June 2006                  4.75 times
-----------------------------------------------------------------

       After 1 July 2006                        4.75 times
-----------------------------------------------------------------
</TABLE>

5.5      HEDGING ARRANGEMENTS

         (a)      The Parent must 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 20 December 2002, in respect of not less
                  than 50% (or 75% in respect of so much of the Total Debt as is
                  denominated in United States Dollars if at any time after 20
                  December 2002 USD LIBOR for a period of 30 days increases by
                  0.50% p.a. or more from the rate prevailing as at 20 December
                  2002 or 75% in respect of so much of the Total Debt as is
                  denominated in Australian Dollars if at any time after 20
                  December 2002, AUD Cash Rate increases by 0.50% p.a. or more
                  from the rate prevailing as at 20 December 2002) of the Total
                  Debt, on terms reasonably satisfactory to the Facility Agent
                  (acting on instructions of a Majority of Subscribers).

         (b)      The Parent must ensure that Group Members enter into Treasury
                  Transactions in accordance with the Agreed Hedging Program in
                  relation to the Borrowers' foreign exchange exposure in
                  relation to the Facilities, on terms reasonably satisfactory
                  to the Facility Agent (acting on instructions of a Majority of
                  Subscribers).

         (c)      The Parent must ensure that no Group Member enters into a
                  Treasury Transaction except in accordance with this subclause
                  or to hedge foreign exchange exposures that arise from asset
                  purchases by the Group Member. Without limiting this, the

                                                                             64.

<PAGE>

                  Parent must ensure that no Group Member enters into a Treasury
                  Transaction for speculative purposes.

5.6      NEW GROUP SECURITY PROVIDERS

         (a)      The Parent must 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 AUD2,000,000 or more, that:

                           (i)      the entity promptly becomes a Group Security
                                    Provider by executing such Securities and
                                    other documents as the Facility Agent
                                    (acting on the instructions of a Majority of
                                    Subscribers) reasonably requires, consistent
                                    with the laws of the relevant jurisdiction,
                                    except to the extent that the Parent
                                    demonstrates to the reasonable satisfaction
                                    of the Facility Agent (acting on the
                                    instructions of a Majority of Subscribers)
                                    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 Facility Agent
                                    with such evidence and information (such as
                                    legal opinions) in relation to its execution
                                    of those documents, and within such period,
                                    as the Facility Agent (acting on the
                                    instructions of a Majority of Subscribers)
                                    reasonably requires,

                  provided that:

                           (iii)    Goodman and its Subsidiaries will not be
                                    required to become Group Security Providers
                                    until each is a Wholly-Owned Subsidiary of
                                    the Parent and all appropriate shareholder
                                    and board resolutions have been passed; and

                           (iv)     the Parent must use reasonable endeavours to
                                    ensure that Goodman and each of its
                                    Subsidiaries incorporated in Australia
                                    satisfy the obligations in paragraph (i) and
                                    (ii) above by 60 days from Goodman becoming
                                    a Wholly-Owned Subsidiary of the Parent and
                                    must satisfy those obligations within 180
                                    days of Goodman becoming a Wholly-Owned
                                    Subsidiary of the Parent;

                           (v)      the Parent must satisfy the obligations in
                                    paragraph (i) and (ii) within 90 days from
                                    the date of this document in relation to any
                                    Group Member which has acquired or acquires
                                    any assets or shares comprised in the
                                    acquisition of the Fleischmann business unit
                                    from Kraft Foods International Inc.; and

                           (vi)     notwithstanding the foregoing, or any other
                                    provision of any Transaction Document:

                                    (A)      no more than 65% of the voting
                                             Equity Interests of any "controlled
                                             foreign corporation" within the
                                             meaning of section 957 of the Code
                                             ("CONTROLLED FOREIGN CORPORATION")
                                             shall be pledged to secure the
                                             obligations of a "United States
                                             Person"

                                                                             65.

<PAGE>

                                             within the meaning of section 957
                                             of the Code ("UNITED STATES
                                             PERSON") under any Transaction
                                             Document; and

                                    (B)      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 the Parent must 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.

         (b)      If it is or becomes reasonably practicable or not too
                  expensive for any Group Member that has total assets of
                  AUD2,000,000 or more, consistent with the laws of the relevant
                  jurisdiction, to execute in favour of the Security Trustee a
                  Security that it has not already given to the Security
                  Trustee, the Parent must ensure, promptly after request from
                  the Facility Agent or after the Parent otherwise becomes aware
                  that it can be so done, that:

                           (i)      the entity executes that Security, or any
                                    other document, as the Facility Agent
                                    (acting on the instructions of a Majority of
                                    Subscribers) requires; and

                           (ii)     it or the entity provides the Facility Agent
                                    with such evidence and information (such as
                                    legal opinions) in relation to its execution
                                    of those documents, and in such period, as
                                    the Facility Agent (acting on the
                                    instructions of a Majority of Subscribers)
                                    reasonably requires.

         (c)      If:

                           (i)      a Group Member or other entity is required
                                    to become a Group Security Provider under
                                    this subclause; and

                           (ii)     that Group Member or other entity is an
                                    obligor in relation to any Financial
                                    Indebtedness (other than Financial
                                    Indebtedness permitted under this document),

                  the Parent must ensure, by the time that Group Member or
                  entity is required to become a Group Security Provider, that
                  its obligations in relation to that 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 that Financial Indebtedness.

                                                                             66.

<PAGE>

5.7      INTRODUCTION OF A NEW BORROWER

         (a)      Subject to paragraph (d), the Parent may propose to the
                  Facility Agent that a Group Security Provider that is both:

                           (i)      incorporated and carrying on business in
                                    Australia, the Netherlands, United Kingdom,
                                    Germany or the United States of America; and

                           (ii)     a "Debtor" as defined in the Guarantee and
                                    Indemnity (as that term is defined in the
                                    Security Trust Deed),

                  become an additional Borrower for the purposes of this
                  document and the Facility Agreements.

         (b)      If the Parent makes a request under paragraph (a), and the
                  Facility Agent (acting on the instructions of a Super-Majority
                  of Subscribers) agrees, the Parent must ensure that the
                  proposed Borrower becomes a Borrower for the purposes of this
                  document and Facility Agreements by executing, and ensuring
                  that the existing Borrowers and the proposed Borrower execute,
                  such accession and other documentation as the Facility Agent
                  requires, and by providing the Facility Agent with such
                  evidence and information (such as legal opinions) in relation
                  to the execution of those documents as the Facility Agent
                  reasonably requires in order to give effect to that accession
                  to the Facility Agent's satisfaction.

         (c)      A Group Member may only accede to this document and the
                  Facility Agreements as a new Borrower on the basis that it
                  shares in the Commitments of the existing Borrower in the same
                  jurisdiction (or, in the case of a Group Member that is
                  incorporated in the United Kingdom or the Netherlands, in the
                  Commitments of the existing Borrower in Germany). The
                  documentation executed in accordance with paragraph (b) must
                  make such consequential changes to this document and the
                  Facility Agreements as are necessary to give effect to this.

         (d)      The Parent may only add one Borrower in each of Australia and
                  the United States of America and two in aggregate in any of
                  the Netherlands, United Kingdom and Germany.

5.8      EXCLUDED SUBSIDIARIES

         (a)      The Parent may procure the Liquidation of any Subsidiary
                  (other than a Borrower) if:

                           (i)      the 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
                                    Subscribers in any material respect; and

                           (iii)    such Liquidation is accomplished in
                                    accordance with this clause 5.8.

                  (any Subsidiary to be so liquidated being referred to herein
                  as an "EXCLUDED SUBSIDIARY").

                                                                             67.

<PAGE>

         (b)      The Parent must 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 the Parent or another
                                    Subsidiary in which the 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 Security Provider), or is otherwise
                                    dealt with in accordance with clause 7.

         (c)      The representations and warranties in clauses 4.1(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.

5.9      UNDERWRITERS' FEES

         On the first Drawdown Date, the Parent must pay each Initial Subscriber
         that the Arrangers have identified to the Parent as an underwriter such
         fee for participating in the underwriting of the Facilities as the
         Arrangers direct, as long as the aggregate amount payable by the Parent
         does not exceed the underwriting fee that the Parent and the Lead
         Arranger and Underwriter agreed in a letter agreement dated 11 December
         2002.

5.10     FACILITY AGENT'S FEE AND EXPENSES

         The Parent must pay the Facility Agent such fee and expenses for acting
         in that capacity as the Parent and the Facility Agent agree in a letter
         agreement entered into on or around the date of this document.

5.11     NEGOTIATION OF BILATERAL FACILITIES

         (a)      The parties acknowledge that the Parent prefers if possible
                  that each Borrower be able to borrow in its domestic currency
                  from a Subscriber operating through a lending office in that
                  Borrower's jurisdiction of incorporation.

         (b)      The parties agree to consider in good faith any proposal to
                  amend the arrangements reflected in this document and the
                  Facility Agreements to permit one or more Borrowers to enter
                  into one or more bilateral loan facility agreements with one
                  or more Subscribers on the basis that:

                                                                             68.

<PAGE>

                           (i)      any such bilateral facility agreement is
                                    agreed by the Parent and the Facility Agent
                                    (on the instructions of all Subscribers) to
                                    be a Facility Agreement for the purposes of
                                    this agreement;

                           (ii)     the Commitments under the existing Facility
                                    Agreements will be reduced to reflect the
                                    new funding commitments under the proposed
                                    bilateral facility agreements; and

                           (iii)    such other consequential amendments are made
                                    to this document and the existing Facility
                                    Agreements as the Parent and the Facility
                                    Agent (on the instructions of all
                                    Subscribers) agree are necessary to give
                                    effect to this.

5.12     OFFER UNDERTAKINGS

         The Parent shall procure BPC1:

         GOODMAN SHARES

         (a) (i)  immediately upon satisfying the requirements of ss 661A(1) or
                  661A(3) of the Corporations Act 2001 (whichever occurs
                  earlier), promptly gives the Facility 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 Facility Agent;

            (ii)  exercises any and all rights which it has under Part 6A.1
                  of the Corporations Act 2001 to compulsorily acquire all
                  ordinary shares in Goodman (including, without limitation, any
                  Goodman ordinary shares issued within 6 weeks of the close of
                  the Offer as a result of the exercise of Goodman options) so
                  that, in all events, BPC1 lodges a compulsory acquisition
                  notice with the Australian and Securities Investment
                  Commission pursuant to s 661B(1) of the Corporations Act 2001
                  no later than 5 Business Days after the close of the Offer;

           (iii)  if the Offer becomes or is declared unconditional, promptly
                  gives to the Facility Agent a copy of the notification by
                  BPC1 under the Corporations Act 2001 that the Offer is
                  unconditional; and

            (iv)  promptly gives the Facility Agent notice of the waiver or
                  satisfaction of any condition in the Offer;

         (b)      if, during or at the close of the Offer, BPC1 has not
                  satisfied the requirements of ss 661A(1) or 661A(3) of the
                  Corporations Act 2001 in relation to Goodman ordinary shares,
                  but at any time after the close of the Offer BPC1 becomes a
                  "90% holder" of Goodman ordinary shares within the meaning of
                  s 664A(1) and (2) of the Corporations Act 2001, immediately
                  upon BPC1 becoming a "90% holder" of Goodman ordinary shares
                  to exercise any and all rights which it has under Part 6A.2 of
                  the Corporations Act 2001 to compulsorily acquire any ordinary
                  shares in Goodman so that, in all events, BPC1 lodges a
                  compulsory acquisition notice with the Australian Securities
                  and Investments Commission pursuant to s 664C(2)(a) of the
                  Corporations Act 2001 no later than 5 Business Days after
                  becoming a "90% holder" of Goodman ordinary shares;

                                                                             69.

<PAGE>

         GOODMAN OPTIONS

         (c)      prior to making the Options Offer, to use all reasonable
                  endeavours to obtain a modification of Chapters 6 and 6A of
                  the Corporations Act 2001 from the Australian Securities and
                  Investments Commission so that all Goodman options are treated
                  as a single class of securities for the purposes of the
                  Options Offer;

         (d) (i)  immediately upon satisfying the requirements of ss 661A(1) or
                  661A(3) of the Corporations Act 2001 (whichever occurs
                  earlier) in relation to the options, promptly gives the
                  Facility Agent notice of satisfying those requirements and
                  does not extend the offer period for the Options Offer after
                  that time without the consent of the Facility Agent;

            (ii)  exercises any and all rights which it has under Part 6A.1 of
                  the Corporations Act 2001 to compulsorily acquire or
                  compulsorily procure the cancellation of all options in
                  Goodman so that, in all events, BPC1 lodges a compulsory
                  acquisition notice with the Australian and Securities
                  Investments Commission pursuant to s 661B(1) of the
                  Corporations Act 2001 no later than 5 Business Days after the
                  close of the Options Offer;

           (iii)  if the Options Offer becomes or is declared unconditional,
                  promptly gives to the Facility Agent a copy of the
                  notification by BPC1 under the Corporations Act 2001 that the
                  Options Offer is unconditional; and

            (iv)  promptly gives the Facility 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 ss 661A(1) or 661A(3) of the
                  Corporations Act 2001 in relation to Goodman options, but at
                  any time after the close of the Options Offer BPC1 becomes a
                  "90% holder" of Goodman options within the meaning of s
                  664A(1) and (2) of the Corporations Act 2001, immediately upon
                  BPC1 becoming a "90% holder" of Goodman options to exercise
                  any and all rights which it has under Part 6A.2 of the
                  Corporations Act 2001 to compulsorily acquire any Goodman
                  options so that, in all events, BPC1 lodges a compulsory
                  acquisition notice with the Australian Securities and
                  Investments Commission pursuant to s 664C(2)(a) of the
                  Corporations Act 2001 no later than 5 Business Days after
                  becoming a "90% holder" of Goodman options;

         GOODMAN SHARES AND OPTIONS

         (f)      if BPC1 receives a request for a statement of the names and
                  addresses of the remaining holders of Goodman ordinary shares
                  or options pursuant to ss 661D(1) or 664C(1)(c)(i) of the
                  Corporations Act 2001, as the case may be, immediately to
                  provide such written statement to the person who requested it;
                  and

         (g)      if court proceedings are commenced to object to the compulsory
                  acquisition of Goodman ordinary shares or options pursuant to
                  Part 6A.1 or Part 6A.2 of the Corporations Act 2001, to use
                  all reasonable endeavours to expedite such court

                                                                             70.

<PAGE>

                  proceedings and to ensure that the court finally determines
                  such proceedings as soon as possible; and

         (h)      to complete the compulsory acquisition of any Goodman ordinary
                  shares pursuant to s666B of the Corporations Act 2001 or
                  options pursuant to the Corporations Act 2001 immediately upon
                  becoming entitled to do so pursuant to Part 6A.1 or Part 6A.2
                  of the Corporations Act 2001, as the case may be.

         In this clause 5.12 all references to the Corporations Act 2001 are
         references to the Corporations Act 2001 (Cth) and includes 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 the Parent or BPC1 (as the case may be) from
         compliance with it.

5.13     SUPPLEMENTAL SECURITIES

         To the extent that the Facility Agent has not received on or before the
         first Drawdown Date the Supplemental Securities together with such
         evidence and information (such as legal opinions) in relation to the
         execution of the Supplemental Securities as the Facility Agent (acting
         on the instructions of the Majority of Subscribers) reasonably
         requires, the Parent must ensure that the Supplemental Securities are
         executed by the relevant Group Security Provider and the evidence and
         information provided to the Facility Agent, in form and substance
         satisfactory to the Facility Agent acting reasonably, as soon as
         reasonably practicable and in any event within 90 days of the first
         Drawdown Date.

6.       DELETED

7.       ASSET DISPOSALS AND ACQUISITIONS

7.1      PERMITTED ASSET DISPOSALS OUTSIDE GROUP MEMBERS

         (a)      Subject to paragraph (c), the Parent must 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;

                        (ii)   to the extent that the Net Disposal Proceeds are
                               in cash and are not proceeds from the disposition
                               of Excluded Assets, if they are dealt with in
                               accordance with paragraph (b); or

                        (iii)  to the extent that the Net Disposal Proceeds are
                               not in cash, if the property acquired as
                               consideration for the disposal:

                               (A)      is either promissory notes or debt
                                        securities not exceeding in aggregate
                                        AUD15,000,000 (in relation to all
                                        disposals permitted under this
                                        sub-paragraph) at any time or a business
                                        or company that principally conducts the
                                        manufacturing, processing or
                                        distribution of food ingredients,
                                        consumer branded food products or
                                        non-alcoholic beverages; and

                                                                             71.

<PAGE>
                               (B)      otherwise complies (and that the Parent
                                        complies) with clauses 7.3(a)(ii), (b),
                                        (c), (d) and (e).

         (b)      If a Group Member disposes of property (other than Excluded
                  Assets) and paragraph (a)(ii) applies:

                  (i)      the Parent must ensure that an amount equal to 25% of
                           the instalment of Net Disposal Proceeds is
                           immediately on receipt applied towards repayment of
                           outstanding Funding Portions or by reducing the Paid
                           Up Amount of Term Debentures under the Term A
                           Facility Agreement, in accordance with clause 8.2 of
                           the Term A Facility Agreement and repayment of
                           advances under the Term B Facility Agreement and TLB
                           (Tranche 2) Facility Agreement in accordance with
                           section 2.13 of the Term B Facility Agreement and
                           section 2.13 of the TLB (Tranche 2) Facility
                           Agreement; and

                  (ii)     the Parent must ensure that an amount equal to 75% of
                           the instalment of Net Disposal Proceeds is deposited
                           immediately on receipt into the Investment Account,
                           on the basis that it will become a Repayment Amount
                           to the extent that it is not reinvested in accordance
                           with clause 7.3 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 clause 7.3, within a
                           further period of 90 days, immediately after expiry
                           of that period).

         (c)      Despite 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; or

                  (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 AUD20,000,000 (or
                           its equivalent, calculated at the Spot Rate at the
                           time of the disposal); or

                  (iii)    GF Program Receivables pursuant to the GMF
                           Securitisation Facility in an aggregate outstanding
                           amount at any time not in excess of the Threshold
                           Amount; or

                  (iv)     the Gelatin Disposal,

                  without the proceeds of the disposal being required to be
                  dealt with in accordance with paragraphs (a) and (b).

7.2      PERMITTED ASSET DISPOSALS TO GROUP MEMBERS

         (a)      Subject to paragraph (b), the Parent must ensure that a Group
                  Member only disposes of property to another Group Member on
                  the following basis:

                                                                             72.

<PAGE>

                           (i)      the Parent or a Wholly-Owned Subsidiary may
                                    only dispose of property to the 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 Facility Agent is satisfied that the
                                    property as acquired by the second Group
                                    Security Provider will be subject to a
                                    Security that is satisfactory to the
                                    Facility Agent; and

                           (iii)    a Majority-Owned Subsidiary may only
                                    transfer property to the Parent, a
                                    Wholly-Owned Subsidiary or another
                                    Majority-Owned Subsidiary in which the
                                    Parent has at least the same effective
                                    ownership interest.

         (b)      A Group Member may also dispose of property to another Group
                  Member:

                           (i)      in a transaction that is permitted under
                                    clause 5.3(a), (c), (e) or (g);

                           (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;

                           (iii)    in accordance with clause 5.8; or

                           (iv)     with the consent of the Facility Agent
                                    (acting on the instructions of a Majority of
                                    Subscribers).

7.3      PERMITTED BUSINESS ACQUISITIONS

         (a)      Subject to paragraph (f), the Parent must 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 on the last day 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 2.75:1.

                                                                             73.

<PAGE>

         (b)      As soon as reasonably practicable after a Group Member makes
                  an acquisition of a type described in clause 7.3(a)(i), but no
                  later than 30 days after the acquisition (unless otherwise
                  agreed between the Parent and Facility Agent), the Parent must
                  provide the Facility 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-recognised 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 clause 7.3(a)(i), but no
                  later than 30 days after the acquisition, the Parent must
                  provide the Facility Agent with a certificate, signed by a
                  director or the principal accounting officer of the Parent,
                  that sets out:

                           (i)      the ratio referred to in clause 7.3(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 2 full Financial Years, together
                                    with an analysis of the anticipated impact
                                    of the acquisition on the Debt Service Cover
                                    Ratios, Gearing Ratios, Interest Cover
                                    Ratios and Senior Interest Cover Ratios for
                                    the Group for each of those periods.

         (d)      Within 5 days after a Group Member makes an acquisition of a
                  type described in clause 7.3(a)(i), the Parent must provide
                  the Facility Agent with a certificate, signed by a director of
                  the Parent on behalf of the board of the 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
                                    Potential Event of Default.

         (e)      If a Group Member acquires an interest in a business or
                  company that has total assets of AUD2,000,000 or more, the
                  Parent must ensure that the Group Member that acquires the
                  interest, or (at the option of the Facility Agent) each Group
                  Member that holds shares or other ownership interests in that
                  Group Member:

                           (i)      executes such Securities and other documents
                                    as the Facility Agent reasonably requires,
                                    consistent with the laws of the relevant
                                    jurisdiction, except to the extent that the
                                    Parent demonstrates to the reasonable
                                    satisfaction of the Facility Agent (acting
                                    on the instructions of a Majority of
                                    Subscribers) that it is not reasonably
                                    practicable or it is too expensive to do so;
                                    and

                           (ii)     provides the Facility Agent with such
                                    evidence and information (such as legal
                                    opinions) in relation to its execution of
                                    those documents, as the Facility Agent
                                    reasonably requires,

                                                                             74.

<PAGE>

                  promptly after the acquisition is completed.

         (f)      Despite paragraph (a), the Parent may also permit a Group
                  Member to acquire:

                  (i)      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 AUD30,000,000 (or its
                           equivalent), and none of the acquisition cost is
                           funded by a withdrawal from an Investment Account;
                           and

                  (ii)     all of the issued shares or any other equity
                           interests in New Zealand Dairy Foods Holdings Limited
                           on an arm's length basis so long as:

                                    (A)      the Parent receives and furnishes
                                             to the Facility Agent any report
                                             relating to the fairness and
                                             reasonableness of the transaction
                                             to the shareholders of the Parent
                                             (other than Rank Group Limited and
                                             its associates) which is required
                                             to be prepared under the ASX
                                             Listing Rules or the Corporations
                                             Act from an independent expert who
                                             must be reputable and industry
                                             recognised; and

                                    (B)      after giving pro forma effect
                                             thereto (including the financing
                                             therefor), the Gearing Ratio as at
                                             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 Gearing Ratio at
                                             such time pursuant to clause
                                             5.4(b).

         (g)      The Parent must ensure that no Group Member or (to the extent
                  within the 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, without the
                  consent of the Facility Agent (acting on the instructions of
                  all the Subscribers).

7.4      INVESTMENT ACCOUNT

         (a)      The Parent must:

                           (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 Subscribers or Lenders (but with no
                                    more than 4 Subscribers in aggregate) on the
                                    Co-Trustee's or the relevant Subscriber's or
                                    Lender'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 favour of the
                                    Security Trustee (on such terms as the
                                    Facility Agent reasonably requires),
                                    supported by such other documentation and
                                    opinions as the Facility Agent reasonably
                                    requires,

                  before a deposit is required to be made into the account under
                  this document.

                                                                             75.

<PAGE>

         (b)      Each Investment Account must 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 clause.

         (c)      The 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 the Parent directs.

         (e)      A Group Security Provider, by giving an appropriately
                  completed IA Withdrawal Request to the Facility Agent and the
                  Security Trustee at least 3 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 Potential Event of
                                    Default has occurred and is continuing; and

                           (ii)     (A)      it or another Group Security
                                             Provider immediately applies the
                                             withdrawn amount towards the
                                             purchase of a business or company
                                             that principally conducts the
                                             manufacturing, processing or
                                             distribution of food ingredients,
                                             consumer branded food products or
                                             non-alcoholic beverages; 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 the
                                             purchase of a business or company
                                             that principally conducts the
                                             manufacturing, processing or
                                             distribution of yeast or food
                                             ingredients, consumer branded food
                                             products or non-alcoholic
                                             beverages,

                           in accordance with clause 7.3(a).

         (f)      A Group Security Provider, by giving an appropriately
                  completed IA Withdrawal Request to the Facility Agent and the
                  Security Trustee at least 3 Business Days before the proposed
                  withdrawal date, may also require the Security Trustee to
                  permit it to withdraw money standing to the credit of its
                  Investment Account (other than a Repayment Amount) in order to
                  purchase a business or company that principally conducts the
                  manufacturing, processing or distribution of food products or
                  beverages with the consent of the Facility Agent (acting on
                  the instructions of a Majority of Subscribers).

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

7.5      APPLICATION OF REPAYMENT AMOUNTS

         The Parent must ensure that any Repayment Amount that has become a
         Repayment Amount under clause 7.1(b)(ii), is applied toward repayment
         of outstanding Funding

                                                                             76.

<PAGE>

         Portions by reducing the Paid Up Amount of Term Debentures under the
         Term A Facility Agreement in accordance with clause 8.2 of the Term A
         Facility Agreement and repayment of outstanding advances under the Term
         B Facility Agreement and TLB (Tranche 2) Facility Agreement in
         accordance with section 2.13 of the Term B Facility Agreement and
         section 2.13 of the TLB (Tranche 2) Facility Agreement within 90 days.

8.       DEFAULT

8.1      EVENTS OF DEFAULT

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

         (a)      (NON-PAYMENT OF PRINCIPAL) if a Borrower fails to pay any
                  amount of principal that is due and payable by it under any
                  Transaction Document when it is due;

         (b)      (NON-PAYMENT OF OTHER AMOUNTS) if a Group Party fails to pay
                  any amount other than principal that is due and payable by it
                  under any Transaction Document within 2 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 clause or a failure to
                  comply with clause 5.1(f)) and:

                           (i)      the Facility Agent reasonably considers that
                                    the failure cannot be remedied; or

                           (ii)     the Facility Agent reasonably considers that
                                    the failure can be remedied, and the failure
                                    is not remedied within 15 Business Days
                                    after the Facility Agent requires the Parent
                                    to remedy it;

         (d)      (MISREPRESENTATION) if any representation, warranty or
                  statement made by, or repeated by, any Group Member in or in
                  connection with any Transaction Document (other than under
                  clause 4.1(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
                  clause 5.8;

         (f)      (MAINTENANCE OF CAPITAL) if the 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,

                                                                             77.

<PAGE>

                  without the consent of the Facility 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 the financing for the Offer);

         (h)      (CROSS-DEFAULT) if:

                           (i)      any Financial Indebtedness of any Group
                                    Member in an amount exceeding AUD40,000,000
                                    (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 or any of
                                    its Subsidiaries prior to Goodman becoming a
                                    Wholly-Owned Subsidiary of the Parent);

                           (ii)     an agreement by any person with any Group
                                    Member to provide or underwrite financial
                                    accommodation in an amount exceeding
                                    AUD40,000,000 (or its equivalent), or to
                                    acquire or assume any risk in respect of
                                    Financial Indebtedness in an amount
                                    exceeding AUD40,000,000 (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 any
                                    Financial Indebtedness of Goodman or any of
                                    its Subsidiaries prior to Goodman becoming a
                                    Wholly-Owned Subsidiary of the Parent); or

                           (iii)    any money or commodity owing or deliverable
                                    by any Group Member in respect of any
                                    Financial Indebtedness in an amount
                                    exceeding AUD40,000,000 (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 or any
                                    of its Subsidiaries prior to Goodman
                                    becoming a Wholly-Owned Subsidiary of the
                                    Parent);

         (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
                  AUD20,000,000 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
                  Facility Agent;

                                                                             78.

<PAGE>

         (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 Facility Agent to
                  replace the relevant provision are not agreed and implemented
                  to the satisfaction of the Facility Agent within 20 Business
                  Days (or, if the Parent demonstrates to the satisfaction of
                  the Facility 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 Facility 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
                  Facility Agent determines in any such case that the affected
                  provision is not material to the Subscribers' 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 Facility Agent to replace that provision are not agreed
                  and implemented to the satisfaction of the Facility Agent
                  within 20 Business Days (or, if the Parent demonstrates to the
                  satisfaction of the Facility 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 Facility Agent may
                  approve, that longer period);

         (o)      (FINANCIAL INDEBTEDNESS) if a Subsidiary incurs Financial
                  Indebtedness in breach of clause 5.3(b);

         (p)      (LOSS OF MATERIAL AUTHORISATIONS) if a Group Member ceases to
                  hold:

                           (i)      an Authorisation 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 Authorisation that is necessary
                                    to enable it to properly carry on its
                                    business and this has a Material Adverse
                                    Effect,

                                                                             79.

<PAGE>

                  and if the Facility Agent reasonably considers that the
                  cessation can be remedied, the cessation is not remedied
                  within 15 Business days after the Facility Agent requires the
                  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.

8.2      CONSEQUENCES OF AN EVENT OF DEFAULT

         If an Event of Default has occurred and has not been remedied, the
         Facility Agent may notify the Parent that:

         (a)      the Subscribers' obligation to provide the Facilities is
                  terminated, in which case their obligation to do so terminates
                  immediately;

         (b)      the Commitment of each Subscriber under each Facility
                  Agreement is cancelled, in which case their Commitments will
                  be cancelled immediately;

         (c)      each outstanding Funding Portion under each Facility
                  Agreement, any accrued but unpaid interest and all other
                  amounts outstanding under each Transaction Document are due
                  and payable, in which case those amounts are immediately due
                  and payable;

         (d)      each outstanding Funding Portion under each Facility
                  Agreement, any accrued but unpaid interest and all other
                  amounts outstanding under each Transaction Document are due
                  and payable on demand, in which case those amounts will be due
                  and payable on demand made at any time; and

         (e)      any amount outstanding under a Transaction Document in a
                  currency other than Australian Dollars is to be converted into
                  Australian Dollars at the Spot Rate on the date of the
                  declaration in which case the amount is taken to be converted.

8.3      REVIEW EVENT

         (a)      A Review Event occurs if none of Mr Graeme Hart (or, in the
                  event of his incompetence or death, his estate, heirs,
                  executor, administrator, committee or other personal
                  representative (collectively, "heirs"), 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:

                  (i)      has, or together have, a beneficial interest
                           (directly or indirectly) in the Parent, calculated on
                           a fully diluted basis, of at least 35% of the issued
                           share capital of the Parent; and

                  (ii)     is, or together are, the single largest shareholder,
                           or group of shareholders, in the Parent on a fully
                           diluted basis.

         (b)      If a Review Event occurs, the Parent must notify the Facility
                  Agent within 5 Business Days.

                                                                             80.

<PAGE>

         (c)      If a Review Event occurs, the Facility Agent (acting on the
                  instructions of the Majority of Subscribers), within 30 days
                  after the Review Event occurs, may notify the Parent that:

                           (i)      the Subscribers' obligation to provide the
                                    Facilities is to be terminated;

                           (ii)     the Commitment of each Subscriber under each
                                    Facility Agreement is to be cancelled; and

                           (iii)    each outstanding Funding Portion under each
                                    Facility Agreement, any accrued but unpaid
                                    interest and all other amounts outstanding
                                    under each Transaction Document are to
                                    become due and payable,

                  on the day that occurs 90 days after the date of the Facility
                  Agent's notice, in which case those obligations terminate, the
                  Commitments are cancelled and those amounts are due and
                  payable, on that date.

         (d)      The rights of the Facility Agent and the Subscribers under
                  other provisions of this document and the Facility Agreements
                  (such as clause 8.2 of this document) are not affected by a
                  notice given by the Facility Agent under paragraph (c).

8.4      HIGH YIELD NOTE INDENTURE

         Notwithstanding any other provision in this document, no Event of
         Default or Potential Event of Default will occur if:

         (a)      section 4.11 of the High Yield Note Indenture is breached as a
                  result of the Parent failing to cause Goodman or any of its
                  Subsidiaries to provide a Guaranty Agreement (as defined in
                  the High Yield Note Indenture) at the time BPC1 acquires more
                  than 50% of the ordinary shares of Goodman; or

         (b)      an Event of Default (as defined in the High Yield Note
                  Indenture) occurs under section 6.01(6) of the High Yield Note
                  Indenture as a result of any default or acceleration of any
                  Indebtedness (as defined in the High Yield Note Indenture) of
                  Goodman or any of its Subsidiaries which occurs prior to the
                  Control Date,

         in each case unless and until the Trustee (as defined in the High Yield
         Note Indenture) (or the Holders (as defined in the High Yield Note
         Indenture) of at least 25% in principal amount of the Securities (as
         defined in the High Yield Note Indenture)) declares the principal of,
         and accrued but unpaid interest on, the Securities (as defined in the
         High Yield Note Indenture) to be due and payable.

9.       INCREASED COSTS AND CHANGE OF LAW

9.1      INCREASED COSTS

         (a)      If:

                           (i)      a Regulatory Change:

                                                                             81.

<PAGE>

                                    (A)      subjects a Subscriber or any
                                             related body corporate of a
                                             Subscriber to any Tax (other than
                                             an Excluded Tax) relating to any
                                             Transaction Document;

                                    (B)      changes the basis of taxation of
                                             any payment due or to become due to
                                             a Subscriber or a related body
                                             corporate of a Subscriber relating
                                             to any Transaction Document (other
                                             than in relation to Excluded Tax);

                                    (C)      imposes, modifies or deems
                                             applicable any capital, liquidity,
                                             reserve or prudential requirement
                                             or requires the making of any
                                             special deposit against or in
                                             relation to any assets or
                                             liabilities (actual or contingent)
                                             of, deposits with or for the
                                             account of, or loans by, a
                                             Subscriber or any related body
                                             corporate of that Subscriber; or

                                    (D)      imposes on a Subscriber or any
                                             related body corporate of that
                                             Subscriber any other condition
                                             affecting any Transaction Document;
                                             and

                           (ii)     the result is (directly or indirectly) to:

                                    (A)      increase the cost to that
                                             Subscriber, or any related body
                                             corporate of that Subscriber, of
                                             the provision or maintenance by
                                             that Subscriber of a Facility, or
                                             the performance by that Subscriber
                                             of its obligations under a
                                             Transaction Document;

                                    (B)      reduce:

                                             (I)      the effective rate of
                                                      return (on capital,
                                                      property, deposits or
                                                      otherwise) of the
                                                      Subscriber or any related
                                                      body corporate of the
                                                      Subscriber under a
                                                      Transaction Document; or

                                             (II)     the amount of any payment
                                                      received by or for the
                                                      account of that Subscriber
                                                      or a related body
                                                      corporate of a Subscriber
                                                      under a Transaction
                                                      Document; or

                                    (C)      require that Subscriber or any
                                             related body corporate of that
                                             Subscriber to make a payment or to
                                             forgo or suffer a reduction in
                                             return on or calculated by
                                             reference to any amount payable to
                                             that Subscriber under a Transaction
                                             Document,

                  then that Subscriber must give details to the Facility Agent
                  by notice, and immediately after receiving that notice the
                  Facility Agent must give a copy of it to the Parent. After
                  receiving notice from the Facility Agent stating the nature of
                  the relevant Regulatory Change, each Borrower must indemnify
                  that Subscriber in relation to, and must pay to that
                  Subscriber on demand the amount of, each amount that that
                  Subscriber certifies is necessary to compensate that
                  Subscriber, or any related body corporate of that Subscriber,
                  for the additional cost, reduction or payment, calculated from
                  the day on which it was first incurred by that Subscriber

                                                                             82.

<PAGE>

                  or the related body corporate of the Subscriber. The relevant
                  Subscriber must outline the calculation of the amount in the
                  certificate.

         (b)      A reference in paragraph (a) to a related body corporate of a
                  Subscriber is not limited to its Subscriber Affiliates.

9.2      INDIRECT COST, REDUCTION OR PAYMENT

         A Subscriber may claim compensation under clause 9.1 for:

         (a)      any additional cost, reduction or payment that is directly
                  attributable to a Transaction Document; and

         (b)      the proportion of any additional cost, reduction or payment
                  that the Subscriber certifies is fairly attributable to a
                  Transaction Document and does not discriminate against the
                  relevant Borrower.

9.3      NOTICE OF CHANGE OF LAW

         If, in the opinion of a Subscriber:

         (a)      a law or a directive or request (whether or not having the
                  force of law but, if not having the force of law, compliance
                  with which is in accordance with the general practice of
                  persons to whom the directive or request is addressed) of any
                  Government Agency not in effect at the date of this document;
                  or

         (b)      an amendment after the date of this document to, or a change
                  after the date of this document in the interpretation or
                  application of, a law or a directive or request (whether or
                  not having the force of law) of a Government Agency,

         makes or will make it illegal in any jurisdiction, or in the case of a
         directive or request after the first Drawdown Date, results or would
         result in a breach, contravention or failure to comply with any such
         directive or request, for that Subscriber or a Subscriber Affiliate to
         continue to participate in a Facility, that Subscriber may give notice
         (a "CHANGE OF LAW NOTICE") to the Facility Agent that it considers that
         this has happened or that it will happen. Immediately after receiving
         that notice the Facility Agent must give a copy of it to the Parent.

9.4      TERMINATION AND PREPAYMENT AFTER CHANGE OF LAW

         If a Subscriber gives a Change of Law Notice:

         (a)      its obligation to continue to participate in the relevant
                  Facility terminates; and

         (b)      each Borrower must prepay the amount of that Subscriber's
                  Share of each Funding Portion provided to it by repaying the
                  Paid Up Amount of Debentures recorded in a Register as being
                  held by that Subscriber, together with any accrued but unpaid
                  interest and any other amounts (including amounts payable
                  under clause 10.1(e)) outstanding under each Transaction
                  Document that relate to that Subscriber:

                           (i)      if the Subscriber considers:

                                                                             83.

<PAGE>

                                    (A)      in the case of a Funding Portion
                                             under the Term A Facility
                                             Agreement, that the current
                                             Interest Period for the Funding
                                             Portion will expire before it
                                             becomes illegal or impractical for
                                             the Subscriber to participate in
                                             the Facility under that document -
                                             on the last day of that Interest
                                             Period; or

                                    (B)      in the case of a Funding Portion
                                             under the Revolving Facility
                                             Agreement, that the Funding Portion
                                             will mature before it becomes
                                             illegal or impractical for the
                                             Subscriber to continue to
                                             participate in the Facility under
                                             that document - on its Maturity
                                             Date; or

                           (ii)     if subparagraph (i) does not apply to the
                                    Funding Portion - immediately.

10.      INDEMNITIES

10.1     GENERAL INDEMNITY

         The Parent must indemnify each Arranger, the Facility Agent, each
         Subscriber and each Subscriber Affiliate against, and must pay on
         demand the amount of, all losses, liabilities, expenses and Taxes
         (other than Excluded Taxes) incurred in connection with:

         (a)      any Event of Default, Potential Event of Default or Review
                  Event;

         (b)      any actual or attempted preservation or enforcement, of any
                  rights under any Transaction Document;

         (c)      a Subscriber not providing a Funding Portion to a Borrower
                  because a condition precedent in clause 2 of this document or
                  clause 3.4 of a Facility Agreement was not satisfied;

         (d)      any conversion of an amount denominated in one currency into
                  another currency after a declaration under clause 8.2;

         (e)      any Funding Portion being repaid or becoming due for repayment
                  by reducing the Paid Up Amount of a Debenture other than in
                  accordance with clause 8.3(a) or 8.5 of the Term A Facility
                  Agreement or clause 7.2 of the Revolving Facility Agreement,
                  or any other amount required to be paid under any Transaction
                  Document not being paid on its due date, including losses,
                  liabilities, expenses and Taxes (other than Excluded Taxes)
                  incurred because of:

                      (i)      the cancellation, termination or alteration of
                               any swap or other arrangement made by a
                               Subscriber to fund its Share of the Funding
                               Portion or to fund all or part of the other
                               payment; or

                      (ii)     any liquidation or re-employment of deposits or
                               other funds acquired by a Subscriber to fund its
                               Share of the Funding Portion or to fund all or
                               part of the other payment; and

                                                                             84.

<PAGE>

         (f)      acting in good faith on any notice, consent or other
                  communication that appears on its face to have been given by
                  the Parent, any other Group Party or an Authorised
                  Representative of the Parent.

         Without limiting this, the Parent must also reimburse each Subscriber
         on demand for any amount that the Subscriber is obliged to pay to the
         Facility Agent under clause 11.17.

10.2     GST

         (a)      Without limiting clause 10.1 or any other payment obligation
                  of any Group Party under any Transaction Document, if any
                  party other than a Group Party (the "SUPPLIER") must pay GST
                  on any supply made by it under or in connection with a
                  Transaction Document, then in addition to any other amount
                  payable, the Group Party which is the recipient of that supply
                  (the "RECIPIENT") must pay to the supplier an amount equal to
                  that GST on demand.

         (b)      Without limiting clause 10.1 or any other payment obligation
                  of any Group Party under any Transaction Document, each of the
                  Borrowers and the Parent must indemnify each party (in this
                  subclause, the "INDEMNITEE") other than a Group Party against,
                  and must pay the indemnitee on demand the amount of, any GST
                  that the indemnitee must pay in relation to a taxable supply
                  that is made to it under or in connection with any Transaction
                  Document (including for the avoidance of doubt in connection
                  with the syndication of the Facilities), less the amount of
                  any input tax credit to which the indemnitee is entitled in
                  respect of the payment.

         (c)      If a party is entitled to receive a payment under this
                  subclause, it must provide the recipient of the relevant
                  taxable supply with a tax invoice within 28 days of receipt of
                  the payment.

         (d)      All words in this clause 10.2 have the same meaning as in the
                  A New Tax System (Goods and Services Tax) Act 1999 unless the
                  context makes it clear a different meaning is intended.

10.3     WAIVER PROCESSING FEE

         The Parent must pay (or procure that a Borrower pays) the Facility
         Agent for the account of the Subscribers (to be shared between the
         Subscribers equally) a processing fee of AUD4,000 per Subscriber, up to
         a maximum amount of AUD60,000, on each occasion that it requests one or
         more waivers, consents or agreements of the Facility Agent for which
         the Facility Agent requires the instructions or consent of some or all
         Subscribers and either the request requires an agreement to amend a
         Transaction Document or the request requires a Majority of Subscribers
         to seek credit approval to the requested waiver, consent or agreement.

10.4     GENERAL COSTS

         The Parent must indemnify each Arranger, the Facility Agent, each
         Subscriber and each Subscriber Affiliate against, and must pay each
         such party on demand the amount of, all Taxes (other than Excluded
         Taxes) and reasonable out-of- pocket expenses incurred in connection
         with:

                                                                             85.

<PAGE>

         (a)      the negotiation, preparation, execution and registration of
                  each Transaction Document; and

         (b)      any amendment to, or consent, approval, waiver, discharge or
                  release of or under any Transaction Document,

         including legal expenses in all applicable jurisdictions on a full
         indemnity basis, travel costs, printing, telecommunications, stamp
         duties and other out-of-pocket expenses and expenses incurred in
         engaging consultants.

11.      FACILITY AGENT

11.1     APPOINTMENT OF FACILITY AGENT

         (a)      Each Subscriber irrevocably appoints the Facility Agent to act
                  as its agent, and as the agent of its Subscriber Affiliates
                  from time to time, under this document, each Facility
                  Agreement and each other Transaction Document under which the
                  Facility Agent is expressed to act as agent of the
                  Subscribers. The Facility Agent accepts this appointment.

         (b)      The Facility Agent is authorised to:

                        (i)    perform the duties expressly imposed on it by any
                               Transaction Document; and

                        (ii)   exercise the rights expressly given to it by any
                               Transaction Document or by any instructions from
                               a Majority of Subscribers or (where so specified)
                               a Super-Majority of Subscribers or all the
                               Subscribers, and any other rights that are
                               reasonably incidental to any of them.

                  Subject to the other provisions of this clause, this
                  authorisation may not be varied or withdrawn.

         (c)      The Facility Agent has no obligations in its capacity as agent
                  for the Subscribers or any Subscriber Affiliates other than
                  those expressly imposed on it by any Transaction Document.

11.2     NATURE OF RELATIONSHIP

         (a)      The Facility Agent is not a fiduciary for any Subscriber or
                  any Subscriber Affiliate in connection with any Transaction
                  Document except as expressly provided in any Transaction
                  Document.

         (b)      The Facility Agent is not an agent of or fiduciary for the
                  Parent or any Group Party.

11.3     INSTRUCTIONS FROM MAJORITY OF SUBSCRIBERS

         (a)      Subject to the other provisions of this clause, the Facility
                  Agent:

                                                                             86.

<PAGE>

                           (i)      is not obliged to consult with any
                                    Subscriber or Subscriber Affiliate before
                                    exercising a right (including giving a
                                    consent or approval or forming an opinion)
                                    under any Transaction Document except where
                                    this document provides otherwise;

                           (ii)     must act in accordance with any instructions
                                    of a Majority of Subscribers or, where a
                                    provision requires that the Facility Agent
                                    act on the instructions of a Super-Majority
                                    of Subscribers or of all the Subscribers, on
                                    the instructions of a Super-Majority of
                                    Subscribers or of all the Subscribers as
                                    appropriate; and

                           (iii)    must refrain from exercising a right vested
                                    in it in its capacity as agent under any
                                    Transaction Document if so instructed by a
                                    Majority of Subscribers,

                  except in relation to amounts due to it in its own right. Any
                  instructions by a Majority of Subscribers are binding on all
                  Subscribers and Subscriber Affiliates except where this
                  document or a Facility Agreement provides that instructions
                  must be provided by a Super-Majority of Subscribers or all the
                  Subscribers.

         (b)      The Facility Agent may refrain from exercising any right
                  vested in it under any Transaction Document until it has
                  received instructions from a Majority of Subscribers (or,
                  where required, a Super-Majority of Subscribers or all the
                  Subscribers) as to whether it is to be exercised and, if
                  applicable, the way that it is to be exercised.

         (c)      Subject to this document, where the Facility Agent has
                  requested instructions from a Majority of Subscribers (or,
                  where required, a Super-Majority of Subscribers or all the
                  Subscribers), but has not received instructions within the
                  period that it specified in the request (which period must be
                  reasonable in the circumstances), the Facility Agent may (but
                  is not obliged to) act as it considers to be in the best
                  interests of all the Subscribers and Subscriber Affiliates.
                  Any action taken by the Facility Agent under this paragraph
                  binds all the Subscribers and Subscriber Affiliates. The
                  Facility Agent must give a Subscriber on reasonable request
                  details of any action taken under this paragraph.

11.4     INFORMATION TO SUBSCRIBERS

         The Facility Agent must:

         (a)      promptly give a Subscriber on request a copy of each document
                  that it receives under clause 2, at the expense of the Parent;

         (b)      promptly send to a Subscriber any communication or document
                  that it receives on behalf of that Subscriber; and

         (c)      promptly give each Subscriber a copy or details of each
                  material communication that it receives from or gives to the
                  Parent or a Group Party under any Transaction Document in its
                  capacity as Facility Agent.

                                                                             87.

<PAGE>

         Unless a Transaction Document specifically provides otherwise, the
         Facility Agent is not required to determine the accuracy or
         completeness of any document or copy that it receives, or that it gives
         to another party.

11.5     EVENTS OF DEFAULT

         (a)      The Facility Agent is not under any obligation to monitor or
                  enquire whether any party is in breach of its obligations
                  under any Transaction Document.

         (b)      The Facility Agent is not taken to have knowledge that an
                  Event of Default, a Potential Event of Default or a Review
                  Event has occurred unless:

                           (i)      the Facility Agent is aware that a payment
                                    due from a Group Party, and required by this
                                    document or a Facility Agreement to be paid
                                    to the Facility Agent, has not been made; or

                           (ii)     a Subscriber or a Group Party informs the
                                    Facility Agent that an Event of Default, a
                                    Potential Event of Default or a Review Event
                                    has occurred and gives it details of that
                                    event.

         (c)      The Facility Agent must notify each Subscriber promptly if it
                  is taken to have knowledge that an Event of Default, a
                  Potential Event of Default or a Review Event has occurred.

11.6     PERFORMANCE OF OBLIGATIONS OF FACILITY AGENT

         The Facility Agent may:

         (a)      perform any of its obligations under any Transaction Document
                  by or through its officers, employees or agents, and is not
                  responsible for any default, negligence or misconduct of any
                  agents selected by it with reasonable care;

         (b)      obtain and pay for expert advice and services it thinks
                  appropriate;

         (c)      refrain from doing anything that would, or in its reasonable
                  opinion might, contravene any applicable law or a directive or
                  request (whether or not having the force of law) of a
                  Government Agency or constitute a breach of trust or of any
                  proper practice relating to secrecy or confidentiality;

         (d)      do anything that, in its reasonable opinion, is necessary to
                  comply with any applicable law or a directive or request
                  (whether or not having the force of law) of a Government
                  Agency; and

         (e)      refrain from exercising any right under a Transaction Document
                  until it has been indemnified or secured to its reasonable
                  satisfaction against all losses, liabilities, expenses
                  (including legal expenses on a full indemnity basis and
                  expenses incurred in engaging consultants) and Taxes (other
                  than Excluded Taxes) that it would or might incur as a result
                  of doing so.

                                                                             88.

<PAGE>

11.7     FACILITY AGENT MAY RELY ON CERTAIN MATTERS

         The Facility Agent may rely:

         (a)      on any communication or document reasonably believed by it to
                  be genuine, correct and properly signed;

         (b)      as to matters of fact that might reasonably be expected to be
                  within the knowledge of the Parent or another Group Party, on
                  a certificate signed by an Authorised Representative of that
                  entity; and

         (c)      on any advice or statement of any expert, attorney or agent
                  selected by it.

11.8     FACILITY AGENT MAY ASSUME CERTAIN MATTERS

         The Facility Agent may assume that any representation or statement made
         by a person in a Transaction Document remains true unless a Subscriber
         or a Group Party notifies it to the contrary.

11.9     OFFICES OF SUBSCRIBERS

         The Facility Agent may assume that the Lending Office of each
         Subscriber or Subscriber Affiliate in relation to a Borrower and a
         Facility is that specified in the relevant Facility Agreement or in a
         valid notice of assignment or Substitution Certificate, unless it
         receives a notice specifying another Lending Office that complies with
         this document.

11.10    IDENTITY OF SUBSCRIBERS

         The Facility Agent may assume that each Subscriber or Subscriber
         Affiliate is the beneficial owner of its rights, and that each
         Subscriber is bound by its Commitments, under each Transaction
         Document, except to the extent that it receives a valid notice of
         assignment or Substitution Certificate from the relevant Subscriber.

11.11    FACILITY AGENT NOT RESPONSIBLE FOR MONITORING

         (a)      Each Subscriber confirms that it:

                           (i)      has made its own appraisal and investigation
                                    of the business, financial condition, status
                                    and affairs of the Parent and the Group;

                           (ii)     is solely responsible for continuing that
                                    appraisal and investigation after the date
                                    of this document;

                           (iii)    has entered into each Transaction Document
                                    to which it is a party without any
                                    inducement from the Facility Agent; and

                           (iv)     has made its own appraisal of its financial
                                    return under each Transaction Document.

         (b)      Each Subscriber confirms that it and its Subscriber Affiliates
                  have not relied, and will not rely, on the Facility Agent at
                  any time to:

                                                                             89.

<PAGE>

                           (i)      give it any information concerning the
                                    business, financial condition, status or
                                    affairs of the Parent and the Group;

                           (ii)     investigate the adequacy, accuracy or
                                    completeness of any information given by the
                                    Parent or a Group Member in connection with
                                    any Transaction Document (whether or not the
                                    information is given to that Subscriber by
                                    the Facility Agent); or

                           (iii)    assess or keep under review the business,
                                    financial condition, status or affairs of
                                    the Parent and the Group.

11.12    DISCLOSURE OF INFORMATION CONCERNING THE GROUP

         Subject to any applicable law, the Facility Agent may disclose to the
         Subscribers and their Subscriber Affiliates any information relating to
         the business, financial condition, status or affairs of the Parent and
         the Group that comes into its possession in its capacity as Facility
         Agent, but is not obliged to do so except to the extent that a
         Transaction Document expressly requires it to.

11.13    GROUP NOT CONCERNED WITH AUTHORITY OF FACILITY AGENT

         A Group Party is not entitled to enquire whether any action by the
         Facility Agent has in fact been authorised by the Subscribers and, as
         between the Parent or any other Group Party and the Subscribers, any
         action taken by the Facility Agent concerning any Transaction Document
         is taken to be authorised by the Subscribers.

11.14    RECEIPTS AND BUSINESS ACTIVITIES OF FACILITY AGENT

         The Facility Agent may:

         (a)      retain for its own benefit any amount received by it for its
                  own account; and

         (b)      accept deposits from, lend money or provide services to, and
                  generally conduct any banking or other business with, any
                  party to any Transaction Document and any person connected
                  with any party to any Transaction Document without having to
                  account to the Subscribers, their Subscriber Affiliates or any
                  other person.

11.15    FACILITY AGENT AS SUBSCRIBER

         If the Facility Agent is also a Subscriber, it has the same rights
         concerning its Commitments and Shares as any other Subscriber, and may
         exercise those rights as if it were not acting as the Facility Agent.

11.16    PROTECTION OF FACILITY AGENT

         Neither the Facility Agent nor any of its officers, employees, agents
         or related bodies corporate is responsible to any Subscriber or
         Subscriber Affiliate for:

                                                                             90.

<PAGE>

         (a)      any recital, statement, representation or warranty contained
                  in any Transaction Document, in any information memorandum or
                  in any document or agreement referred to or provided for in,
                  or received by it under, any Transaction Document;

         (b)      the execution, validity, effectiveness or sufficiency of any
                  Transaction Document or any document or agreement referred to
                  or provided for in, or received by it under, any Transaction
                  Document;

         (c)      any failure by the Parent or another Group Party or any other
                  person to perform its obligations under any Transaction
                  Document; or

         (d)      any action taken or not taken by it or them under any
                  Transaction Document:

                           (i)      in accordance with any instructions from a
                                    Majority of Subscribers (or, where required,
                                    all the Subscribers); or

                           (ii)     in any other case, except to the extent of
                                    its wilful misconduct or gross negligence.

11.17    FACILITY AGENT INDEMNIFIED BY SUBSCRIBERS

         (a)      Each Subscriber must severally indemnify the Facility Agent
                  for its own account against, and must pay the Facility Agent
                  on demand the amount of, its proportion (which equals the
                  proportion that its Commitment bears to the Total Commitment)
                  of all losses, liabilities, expenses (including legal expenses
                  on a full indemnity basis and expenses incurred in engaging
                  consultants) and Taxes (other than Excluded Taxes) that the
                  Facility Agent properly incurs in connection with the
                  performance or attempted performance of its functions as
                  Facility Agent, except to the extent that they:

                           (i)      have been finally paid by the Parent under
                                    clause 10; or

                           (ii)     are incurred because of the Facility Agent's
                                    wilful misconduct or gross negligence.

         (b)      No payment by a Subscriber under this subclause affects the
                  obligations of the Parent under clause 10. A payment by a
                  Subscriber under this subclause constitutes a loan of that
                  amount by that Subscriber to the Parent that:

                           (i)      accrues interest at the Default Rate for
                                    each Default Interest Period as if it were
                                    an unpaid amount under a Transaction
                                    Document; and

                           (ii)     must be repaid to the Facility Agent
                                    together with its accrued interest on demand
                                    for the account of that Subscriber.

11.18    CHANGE OF FACILITY AGENT

         (a)      Subject to this subclause, the Facility Agent may resign as
                  agent by giving at least 30 days' notice to the Parent and the
                  Subscribers.

                                                                             91.

<PAGE>

         (b)      Subject to this subclause, the Facility Agent may be removed
                  as agent by notice from a Majority of Subscribers that:

                           (i)      is given with the consent of the Parent
                                    (which consent may not be unreasonably
                                    withheld or delayed); and

                           (ii)     takes effect at least 30 days after the date
                                    of receipt of the notice by the Facility
                                    Agent.

         (c)      No resignation or removal under this subclause takes effect
                  until a successor Facility Agent has been appointed either:

                           (i)      by a Majority of Subscribers with the
                                    consent of the Parent (which consent may not
                                    be unreasonably withheld or delayed); or

                           (ii)     where a Majority of Subscribers have not
                                    appointed a successor within 30 days of the
                                    date of receipt of the notice of resignation
                                    or removal, by the Facility Agent with the
                                    consent of the Parent (which consent may not
                                    be unreasonably withheld or delayed),

                  and has accepted that appointment in a manner that binds it to
                  perform the obligations of the Facility Agent under each
                  Transaction Document.

         (d)      The retiring Facility Agent, at its own cost, must give the
                  successor Facility Agent any documents and assistance that it
                  reasonably requests for performing its functions as Facility
                  Agent under any Transaction Document.

         (e)      On the appointment of a successor Facility Agent:

                           (i)      the successor Facility Agent succeeds to the
                                    position of the retiring Facility Agent;

                           (ii)     the retiring Facility Agent is discharged
                                    from any further obligations under any
                                    Transaction Document, but without affecting
                                    any accrued rights or obligations;

                           (iii)    the indemnities under any Transaction
                                    Document in favour of the retiring Facility
                                    Agent survive concerning matters occurring
                                    before the appointment of the successor
                                    Facility Agent, and the retiring Facility
                                    Agent continues to have the benefit of this
                                    clause; and

                           (iv)     the successor Facility Agent and the other
                                    parties to each Transaction Document have
                                    the same rights and obligations as if the
                                    successor Facility Agent had been a party to
                                    each Transaction Document in place of the
                                    Facility Agent.

11.19    DEALINGS WITH FACILITY AGENT

         The Subscribers and their Subscriber Affiliates on the one hand, and
         the Group Parties on the other hand, must only deal with each other in
         relation to matters affecting the

                                                                             92.

<PAGE>

         Transaction Documents through the Facility Agent in accordance with
         this document, except to the extent that a Transaction Document
         expressly provides otherwise.

11.20    FACILITY AGENT MAY INSTRUCT SECURITY TRUSTEE

         (a)      Each Subscriber agrees for the benefit of the Security Trustee
                  that any instruction that the Facility Agent gives the
                  Security Trustee in relation to the Security Trust Deed, the
                  Debenture Trust Deed or any other Security Document will be
                  taken, to the extent necessary, to have been given by a
                  Majority of Subscribers, and that the Security Trustee may
                  assume this to be the case without enquiry.

         (b)      Each Subscriber acknowledges that the Facility Agent will hold
                  the benefit of the promise in paragraph (a) on trust for the
                  Security Trustee.

12.      REDISTRIBUTION OF PAYMENTS BETWEEN SUBSCRIBERS

12.1     NOTICE OF DIRECT RECEIPTS

         A Subscriber must notify the Facility Agent promptly if it receives or
         recovers an amount payable under this document (including by exercising
         a banker's lien or right of set-off or combination of accounts),
         setting out details of the receipt or recovery, unless the amount is:

         (a)      received from the Facility Agent or the Security Trustee; or

         (b)      paid by an assignee, transferee or subparticipant of the
                  rights or obligations of that Subscriber.

12.2     REDISTRIBUTION OF EXCESS PAYMENTS

         If:

         (a)      a Subscriber must notify the Facility Agent under clause 12.1
                  of an amount that it has received or recovered; and

         (b)      that amount would have been distributed among some or all of
                  the Subscribers if it had been paid to the Facility Agent,

         then:

         (c)      that Subscriber must promptly pay that amount to the Facility
                  Agent; and

         (d)      the Facility Agent must distribute the amount received by it
                  to the Subscribers in accordance with their entitlements.

12.3     REIMBURSEMENT FOLLOWING CLAWBACK

         If:

         (a)      a Subscriber has made a payment to the Facility Agent under
                  clause 12.2 in respect of an amount that it has received or
                  recovered;

                                                                             93.

<PAGE>

         (b)      the Facility Agent has distributed that payment; and

         (c)      that Subscriber is obliged to refund that amount under any law
                  relating to bankruptcy, winding up or the protection of
                  creditors,

         then, on demand by that Subscriber through the Facility Agent, each
         other Subscriber must repay to the Facility Agent for the account of
         that Subscriber all, or the part corresponding to the proportion of the
         amount which that Subscriber is obliged to refund, of the amount
         distributed to it by the Facility Agent.

12.4     BORROWERS REMAIN LIABLE

         As between the Group Parties and a Subscriber, any amount that is:

         (a)      paid by that Subscriber to the Facility Agent under clause
                  12.2; or

         (b)      repaid by that Subscriber to the Facility Agent for the
                  account of another Subscriber under clause 12.3,

         is taken not to have been paid to that Subscriber, and the relevant
         Group Party must immediately pay the amount to the Facility Agent for
         the account of that Subscriber.

12.5     FAILURE OF ALL SUBSCRIBERS TO JOIN IN LITIGATION

         A Subscriber may not share in an amount under clause 12.2 if the amount
         was recovered as a result of legal proceedings, and the Subscriber was
         asked by the Facility Agent to participate in those proceedings or to
         share the costs of those proceedings but did not do so.

12.6     CALCULATION OF FOREIGN CURRENCY AMOUNTS

         If:

         (a)      the Facility Agent considers in good faith that it is
                  necessary for the purposes of any calculation under this
                  document or a Facility Agreement that it calculate, for an
                  amount in any currency, the equivalent in any other currency;
                  and

         (b)      this document or the relevant Facility Agreement does not
                  specify a mechanism for calculating the equivalent,

         the Facility Agent may do so using the Spot Rate on such day as it
         reasonably considers appropriate for that purpose.

13.      ASSIGNMENTS AND SUBSTITUTIONS

13.1     ASSIGNMENT BY GROUP PARTIES

         (a)      Subject to paragraph (b), a Group Party may only assign any of
                  its rights or transfer any of its obligations under any
                  Transaction Document with the consent of the Facility Agent
                  acting on the instructions of all the Subscribers.

                                                                             94.

<PAGE>

         (b)      A Borrower (in this paragraph, the "ASSIGNOR") may assign or
                  transfer all (but not part) of its rights and obligations
                  under this document and the Facility Agreements without the
                  consent of the Facility Agent if:

                           (i)      the Assignor has disposed of all or
                                    substantially all its property, or all or
                                    substantially all of the shares in the
                                    Assignor have been disposed of, in
                                    accordance with clause 7.1 or is to be
                                    merged into another Group Member in
                                    accordance with clause 5.3(g);

                           (ii)     the assignee or transferee (in this
                                    paragraph, the "ASSIGNEE") is:

                                    (A)      a Wholly-Owned Subsidiary;

                                    (B)      incorporated in the same
                                             jurisdiction as the Assignor; and

                                    (C)      is a Group Security Provider and,
                                             in that capacity, has given such
                                             Securities and other documents and
                                             supporting material (such as legal
                                             opinions) as the Facility Agent (on
                                             the instructions of a Majority of
                                             Subscribers) requires; and

                           (iii)    the Parent, the Assignor, the Assignee and
                                    the Facility Agent have executed such
                                    documents and taken such other steps as the
                                    Facility Agent (on the instructions of a
                                    Majority of Subscribers) considers necessary
                                    or desirable in order to give full effect to
                                    the assignment or transfer, and the Facility
                                    Agent has been provided with such other
                                    documents and supporting material (such as
                                    legal opinions) as the Facility Agent
                                    requires in connection with the assignment
                                    or transfer.

         (c)      Each Group Party (other than the Assignor) irrevocably
                  authorises the Parent to execute on its behalf any document
                  that the Facility Agent requires under paragraph (b)(iii).

         (d)      Each Subscriber and each Arranger irrevocably authorises the
                  Facility Agent to execute on its behalf any document that the
                  Facility Agent requires under paragraph (b)(iii).

         (e)      The Parent must indemnify each party other than a Group Party
                  against, and must pay on demand the amount of, all losses,
                  liabilities, expenses and Taxes incurred in connection with
                  any assignment or transfer under this subclause, including
                  legal expenses in all applicable jurisdictions on a full
                  indemnity basis.

         (f)      If, as a result of an assignment or transfer under this
                  subclause:

                           (i)      a Subscriber or a related body corporate of
                                    a Subscriber is subjected to any Tax (other
                                    than an Excluded Tax) relating to any
                                    Transaction Document;

                           (ii)     the basis of taxation of any payment due or
                                    to become due to a Subscriber or a related
                                    body corporate of a Subscriber relating to
                                    any Transaction Document (other than in
                                    relation to Excluded Tax) is changed;

                                                                             95.

<PAGE>

                           (iii)    any liquidity reserve or prudential
                                    requirement is imposed, modified or deemed
                                    applicable, or a Subscriber or any related
                                    body corporate of a Subscriber is required
                                    to make any special deposit against or in
                                    relation to any assets or liabilities
                                    (actual or contingent) of, deposits with or
                                    for the account of, or loans by, that
                                    Subscriber or a related body corporate of
                                    that Subscriber; or

                           (iv)     a Subscriber or any related body corporate
                                    of a Subscriber becomes subject to any other
                                    condition affecting any Transaction
                                    Document,

                  and this has a result (direct or indirect) described in clause
                  9.1(a)(ii), then clause 9.1 applies as if the assignment or
                  transfer were a "Regulatory Change" for the purposes of that
                  clause.

13.2     ASSIGNMENT BY SUBSCRIBER

         A Subscriber may assign any or all of its rights (including the rights
         of a Subscriber Affiliate) under any Transaction Document:

         (a)      to a related entity, another Subscriber or a securitisation
                  vehicle, without the consent of any party to any Transaction
                  Document; and

         (b)      in any other case, only with the Parent's consent (which may
                  not be unreasonably withheld or delayed).

13.3     SUBSTITUTION BY SUBSCRIBER

         (a)      A Subscriber may transfer by novation any of its rights and
                  obligations under the Transaction Documents to a financial
                  institution if:

                    (i)    the novation is made in accordance with clauses 13.3
                           and 13.4;

                    (ii)   it gives the Facility Agent at least 5 Business Days'
                           notice (or any shorter notice approved by the
                           Facility Agent) of its intention to do so;

                    (iii)  the transfer:

                           (A)      is to a related entity, another Subscriber
                                    or a securitisation vehicle that is managed
                                    by the Retiring Subscriber or one of its
                                    related entities; or

                           (B)      has the Parent's consent (which may not be
                                    unreasonably withheld or delayed);

                    (iv)   (A)      the relevant Commitment of each of the
                                    Retiring Subscriber and the New Subscriber
                                    will be AUD20,000,000, or an integral
                                    multiple of AUD2,000,000 that is greater
                                    than that amount, immediately after the
                                    transfer; or

                           (B)      the transfer is of the whole of a Commitment
                                    of the Retiring Subscriber;

                                                                             96.

<PAGE>

                    (v)    it transfers to the New Subscriber all or the
                           relevant part of its interest in the Debenture which
                           corresponds with the amount of its Commitment which
                           is transferred, such transfer of all or the relevant
                           part of its interest in the Debenture to be effected
                           in accordance with the Debenture Trust Deed and on
                           the terms and conditions set out in the Master
                           Debenture, or in such other manner as the Security
                           Trustee approves;

                    (vi)   the transfer does not take effect while a Drawdown
                           Notice, Rollover Notice or Switching Notice is
                           current (except with the consent of the Facility
                           Agent); and

                    (vii)  the New Subscriber holds all Authorisations that are
                           necessary or desirable in connection with the
                           transfer.

         (b)      The Parent is taken to have consented to a transfer under
                  paragraph (a)(iii)(B) if it does not object to the transfer
                  within 10 Business Days of being notified of it.

         (c)      If a Retiring Subscriber proposes a transfer of a Commitment,
                  and its Share of some outstanding Funding Portions has been
                  provided by a Subscriber Affiliate of the Retiring Subscriber,
                  the Retiring Subscriber must ensure that its Subscriber
                  Affiliate is bound by the relevant Substitution Certificate.

         (d)      To the extent that it is able to do so, a New Subscriber must
                  nominate a Lending Office for each Borrower that is located in
                  the same jurisdiction as that Borrower (or, in the case of a
                  Borrower in Germany, a Lending Office that is based in a
                  member state of the European Union).

13.4     PROCEDURE FOR SUBSTITUTION

         (a)      A Retiring Subscriber may arrange to novate a New Subscriber
                  for itself and its Subscriber Affiliates in respect of all or
                  part of a Commitment, the corresponding proportion of its
                  Share of each relevant Funding Portion and interest in the
                  Debentures which correspond with the amount of the commitment
                  to be transferred and related rights and obligations under the
                  Transaction Documents, by delivering to the Facility Agent 4
                  counterparts of a Substitution Certificate executed by the
                  Retiring Subscriber and by the proposed New Subscriber in the
                  Australian Capital Territory or outside Australia.

         (b)      Each party to this document (other than the Retiring
                  Subscriber and the proposed New Subscriber and their
                  respective Subscriber Affiliates) irrevocably authorises the
                  Facility Agent to execute:

                           (i)      a Substitution Certificate delivered under
                                    paragraph (a) in the Australian Capital
                                    Territory or outside Australia;

                           (ii)     any other document, and to do anything else,
                                    that the Facility Agent believes is
                                    necessary or desirable to make the
                                    substitution,

                  on its behalf and on behalf of its Subscriber Affiliates.

                                                                             97.

<PAGE>

         (c)      After receiving a Substitution Certificate under paragraph
                  (a), the Facility Agent (subject to clause 13.3(a)) must:

                           (i)      countersign the counterparts on behalf of
                                    all the other parties to this document and
                                    any Subscriber Affiliates (except the
                                    Retiring Subscriber and the proposed New
                                    Subscriber and their respective Subscriber
                                    Affiliates) in the Australian Capital
                                    Territory or outside Australia; and

                           (ii)     retain 1 counterpart and deliver the others
                                    to the Retiring Subscriber, the proposed New
                                    Subscriber and the Parent.

         (d)      If the Facility Agent countersigns counterparts of a
                  Substitution Certificate as contemplated by paragraph (c)
                  then, on the "Substitution Date" referred to in the
                  Substitution Certificate:

                           (i)      the New Subscriber is substituted by
                                    novation for the Retiring Subscriber and its
                                    Subscriber Affiliates in relation to the
                                    Commitment (or part, as appropriate) of the
                                    Retiring Subscriber as specified in the
                                    Substitution Certificate, and the New
                                    Subscriber and its Subscriber Affiliates are
                                    substituted by novation for the Retiring
                                    Subscriber and its Subscriber Affiliates in
                                    relation to the corresponding proportion of
                                    the Retiring Subscriber's Share of each
                                    relevant Funding Portion as specified in the
                                    Substitution Certificate, and to the related
                                    rights and obligations;

                           (ii)     the Retiring Subscriber and its Subscriber
                                    Affiliates are released from the obligations
                                    to which the New Subscriber is novated; and

                           (iii)    if the substitution is not part of the
                                    primary general syndication of the
                                    Facilities, the New Subscriber must pay the
                                    Facility Agent (for its own account) a fee
                                    of AUD4,000.

13.5     CONSEQUENCES OF SUBSTITUTION

         (a)      If a Retiring Subscriber has arranged a novation in accordance
                  with this clause:

                           (i)      references in each Transaction Document to
                                    the Retiring Subscriber and its Subscriber
                                    Affiliates as a "Subscriber" are to be taken
                                    as references to:

                                    (A)      the Retiring Subscriber and the New
                                             Subscriber (and, as appropriate, to
                                             their respective Subscriber
                                             Affiliates), in each case to the
                                             extent of their Commitments and
                                             their Shares of outstanding Funding
                                             Portions and corresponding interest
                                             in Debentures and the related
                                             rights and obligations; or

                                    (B)      where the Retiring Subscriber and
                                             its Subscriber Affiliates have no
                                             further right or Commitment and no
                                             further Share in any outstanding
                                             Funding Portions, to the New
                                             Subscriber (and, as appropriate,
                                             its Subscriber Affiliates); and

                                                                             98.

<PAGE>

                           (ii)     all agreements, representations and
                                    warranties made in each Transaction Document
                                    survive any novation made under this clause,
                                    and take effect for the benefit of the New
                                    Subscriber and the Retiring Subscriber (and
                                    their respective Subscriber Affiliates) to
                                    the extent of their respective Commitments
                                    and Shares of outstanding Funding Portions
                                    and corresponding interest in Debentures and
                                    related rights and obligations,

                  with effect from the "Substitution Date" referred to in the
                  Substitution Certificate.

         (b)      The Retiring Subscriber and its Subscriber Affiliates are not
                  responsible to the New Subscriber and its Subscriber
                  Affiliates for the performance by the Parent, any other Group
                  Party or any other person of any obligation under any
                  Transaction Document.

13.6     SUBPARTICIPATION

         Despite any other provision of this document a Subscriber may:

         (a)      subcontract any of its obligations; or

         (b)      enter into subparticipation or derivative arrangements
                  relating to any of its rights and obligations or those of its
                  Subscriber Affiliates,

         without the consent of, or giving notice to, any person. However, the
         Subscriber or Subscriber Affiliate remains liable for the performance
         of those obligations as if it had not done so.

13.7     NO DEDUCTIONS AND WITHHOLDINGS OR INCREASED COSTS IN CERTAIN
         CIRCUMSTANCES

         (a)      Subject to paragraph (b), if:

                           (i)      a Subscriber assigns or transfers any of its
                                    rights or obligations (or those of a
                                    Subscriber Affiliate) under the Transaction
                                    Documents or changes a Lending Office;

                           (ii)     the Parent or a Borrower is later required
                                    to make a payment under clause 3.6 or 9.1;
                                    and

                           (iii)    the aggregate amount that the Group is
                                    obliged to pay to that Subscriber (in the
                                    case of a change of Lending Office) or to
                                    its assignee or transferee (in the case of
                                    an assignment, transfer or substitution) is
                                    greater that the aggregate amount that the
                                    Group would have been obliged to pay to that
                                    Subscriber under the relevant clause if the
                                    assignment, transfer, substitution or change
                                    had not occurred,

                  the Parent or the Borrower is not obliged to pay that excess
                  if the Subscriber (or the assignee or substitute, where
                  relevant) knew or ought reasonably to have known at the time
                  of the assignment, substitution or change that the assignment,
                  substitution or change would increase the aggregate amount for
                  which the Parent or the Borrower was liable under that clause.

                                                                             99.

<PAGE>

         (b)      Paragraph (a) does not apply in relation to a substitution
                  that is made as part of the primary syndication of the
                  Facilities on or before the date which is 90 days after the
                  date of commencement of general syndication as notified by the
                  Lead Arranger and Underwriter to the Parent(or such later date
                  as the Parent and the Arrangers agree).

13.8     SUBSCRIBER TO BEAR COSTS

         A Subscriber that makes an assignment, substitution or subparticipation
         as contemplated by this clause (other than as part of the primary
         syndication of the Facilities on or before the date which is 90 days
         after the date of commencement of general syndication, as notified by
         the Lead Arranger and Underwriter to the Parent (or such later date as
         the Parent and the Arrangers agree)) must indemnify the Parent for any
         costs that a Group Party incurs in relation to the process of making
         the assignment, substitution or subparticipation.

13.9     REDUCTION OF COMMITMENTS

         If a transfer by novation is made by a Subscriber in accordance with
         clauses 13.3 and 13.4;

         (a)      the Commitment and Face Value Amount of the Debenture held by
                  the Retiring Subscriber is reduced by the amount of the
                  Commitment assumed by the New Subscriber;

         (b)      the Commitment of the New Subscriber is the amount it assumes;

         (c)      a new schedule 2 must be prepared by the Facility Agent and
                  distributed to each of the Borrowers and the Subscribers
                  setting out the names, addresses and Commitments of the
                  Subscribers in effect from the date of the transfer;

         (d)      the Security Trustee must amend the Register to reflect each
                  transfer and the Debentures held by the Retiring Subscriber
                  and the New Subscriber after giving effect to the transfer and
                  including the changes to the Face Value Amounts and the Paid
                  Up Amounts of those Debentures, all in accordance with the
                  Debenture Trust Deed.

14.      FACILITY AGENT TO HOLD DEBENTURE STOCK FOR SUBSCRIBERS AND OTHERS

14.1     UNDERTAKING TO PAY FACILITY AGENT

         (a)      Without limiting any other provision of this document or a
                  Facility Agreement but subject to paragraph (b), the Parent
                  undertakes as a primary obligation to pay to the Facility
                  Agent an amount equal to each amount (in this clause, an
                  "UNDERLYING AMOUNT") that it or a Borrower is liable to pay to
                  the Facility Agent, an Arranger, a Subscriber or a Subscriber
                  Affiliate from time to time under this document, a Facility
                  Agreement or a Treasury Transaction with a Subscriber or
                  Subscriber Affiliate (whether or not it remains a Subscriber
                  or Subscriber Affiliate) (in this clause 14, a "SWAP
                  COUNTERPARTY"), at the time and in the currency at and in
                  which the Underlying Amount is so payable.

                                                                            100.

<PAGE>

         (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.

14.2     OBLIGATIONS TO RANK AS PRIORITY 1 DEBENTURE STOCKHOLDER'S DEBT

         The Parent acknowledges that it is a condition to any Funding Portion
         being drawn that:

         (a)      the Parent issue Priority 1 Debenture Stock (as defined in the
                  Security Trust Deed) to the Facility Agent; and

         (b)      the Parent nominate this document and the Facility Agreements
                  as "Priority 1 Transaction Documents" for the purposes of the
                  Security Trust Deed.

14.3     FACILITY AGENT TO HOLD PAYMENT UNDERTAKING AND DEBENTURE STOCK ON TRUST

         (a)      The Facility Agent declares that it holds the benefit of the
                  Parent's undertaking in clause 14.1, together with the
                  Priority 1 Debenture Stock that is issued to it as
                  contemplated by clause 14.2, on trust for itself, the
                  Arrangers, the Subscribers, their Subscriber Affiliates and
                  the Swap Counterparties from time to time.

         (b)      The trust established under paragraph (a) commences on the
                  date of this document and ends (unless it is terminated
                  earlier by the Facility Agent with the consent of all
                  Subscribers 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 document.

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

14.4     WAIVER OF ANNUAL SECURITY UPDATES

         The Facility Agent will direct the Security Trustee in accordance with
         clause 3.3 of the Security Trust Deed to waive the requirement that the
         Parent comply with its obligations under the last sentence of clause
         3.22 of the Security Trust Deed during the term of this document. The
         Facility Agent may however require the 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.

15.      CONFIDENTIALITY

15.1     GENERAL

         Subject to clause 15.2, a party must not disclose any information
         concerning the contents of, or the transactions contemplated by, any
         Transaction Document to any person who is not a party, except to the
         extent that:

         (a)      (PERMITTED BY DOCUMENTS) the disclosure is expressly permitted
                  by a Transaction Document;

                                                                            101.

<PAGE>

         (b)      (BID DOCUMENTS) any disclosure is made in the Bid Documents or
                  in any offer document for High Yield Notes, New High Yield
                  Notes or Capital Notes;

         (c)      (CONSENT) the Parent and the Facility Agent consent to the
                  disclosure (such consent not to be unreasonably withheld);

         (d)      (PUBLIC DOMAIN) the information is already in the public
                  domain, unless it entered the public domain because of a
                  breach of confidentiality by the party;

         (e)      (EMPLOYEES AND ADVISERS) the disclosure is made on a
                  confidential basis to the party's officers, employees, agents,
                  financiers or professional advisers, and is necessary for the
                  party's business;

         (f)      (COMPLY WITH LAWS) the disclosure is necessary to comply with
                  any applicable law, or regulation, the ASX listing rules, the
                  US Securities and Exchange Commission or any direction of any
                  Government Agency or regulatory body, or an order of a court
                  or tribunal;

         (g)      (COMPLY WITH DIRECTIVES) the disclosure is necessary to comply
                  with a directive or request of any Government Agency or stock
                  exchange (whether or not having the force of law) so long as a
                  responsible person in a similar position would comply;

         (h)      (OBTAIN AUTHORISATIONS) the disclosure is necessary or
                  desirable to obtain an Authorisation from any Government
                  Agency or stock exchange; or

         (i)      (DISCOVERY AND LITIGATION) the disclosure is necessary or
                  desirable in relation to any discovery of documents, or any
                  proceedings before a court, tribunal, other Government Agency
                  or stock exchange.

15.2     DISCLOSURE TO ASSIGNEES OR SUBSTITUTES

         (a)      Subject to paragraph (b), a Subscriber may:

                           (i)      disclose to a Subscriber Affiliate, a
                                    proposed assignee or substitute under clause
                                    13, or any other person who proposes to
                                    enter into contractual relations with a
                                    Subscriber in relation to any Transaction
                                    Document, any information about the Group
                                    which that Subscriber considers appropriate;
                                    and

                           (ii)     give a copy of any Transaction Document to a
                                    proposed assignee or substitute under clause
                                    13 or any other person described in
                                    paragraph (a)(i).

         (b)      Any disclosure made under paragraph (a) may only be made if
                  the person to whom the information or document is disclosed
                  undertakes for the benefit of the Parent to keep that
                  information or document confidential as required by clause
                  15.1.

                                                                            102.

<PAGE>

16.      NOTICES

16.1     HOW TO GIVE A NOTICE

         A notice, consent or other communication under this document or either
         Facility Agreement is only effective if it is:

         (a)      in writing, signed by or on behalf of the person giving it;

         (b)      addressed to the person to whom it is to be given; and

         (c)      either:

                           (i)      delivered or sent by pre-paid mail (by
                                    airmail, if the addressee is overseas) to
                                    that person's address; or

                           (ii)     sent by fax to that person's fax number and
                                    the machine from which it is sent produces a
                                    report that states that it was sent in full.

16.2     WHEN A NOTICE IS GIVEN

         A notice, consent or other communication that complies with this clause
         is regarded as given and received:

         (a)      if it is delivered or sent by fax:

                           (i)      by 5.00 pm (local time in the place of
                                    receipt) on a Business Day - on that day; or

                           (ii)     after 5.00 pm (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

         (b)      if it is sent by mail - on actual receipt.

16.3     ADDRESS FOR NOTICES

         A person's address and fax number are those set out below, or as the
         person notifies the sender:

         EACH GROUP MEMBER

         Address:                   c/- Burns, Philp & Company Limited
                                    Level 23
                                    56 Pitt Street
                                    SYDNEY NSW 2000
         Fax number:                (612) 9247 3272
         Attention:                 Helen Golding, Company Secretary and General
                                    Counsel

         LEAD ARRANGER AND UNDERWRITER

         Address:                   Level 27
                                    101 Collins Street
                                    MELBOURNE VIC 3000
         Fax number:                (613) 9280 1890

                                                                            103.

<PAGE>

         Attention:                 Michael Tierney, Director

         CO-LEAD ARRANGERS AND UNDERWRITERS
         BOS INTERNATIONAL (AUSTRALIA) LIMITED

         Address:                   Level 11
                                    50 Carrington Street
                                    Sydney NSW 2000

         Fax number:                (02) 9248 2199
         Attention:                 Stephen Pollock

         CREDIT AGRICOLE INDOSUEZ AUSTRALIA LIMITED

         Address:                   Level 2
                                    Grosvenor Place
                                    225 George Street
                                    Sydney NSW 2000

         Fax number:                (612) 9252 4691
         Attention:                 Michael Johnston

         FACILITY AGENT

         Address:                   Level 27
                                    101 Collins Street
                                    MELBOURNE   VIC   3000
         Fax number:                (613) 9653 3444
         Attention:                 Malcolm White - Facility Agent

         SUBSCRIBERS

         As set out in schedule 2 or a Substitution Certificate, as appropriate.

16.4     RELIANCE ON NOTICES

         The Facility Agent may rely without enquiry on a notice, consent or
         other communication that appears on its face to have been given by the
         Parent, a Group Party or an Authorised Representative of the Parent or
         a Group Party. The Parent and each other Group Party is bound by any
         such notice, consent or other communication.

17.      AMENDMENTS AND WAIVERS

17.1     AGREEMENT OF FACILITY AGENT

         (a)      Subject to the other provisions of this clause, the Facility
                  Agent and the Parent may amend, supplement, replace or novate
                  a Transaction Document, and the Facility Agent may waive an
                  obligation of a Group Party under a Transaction Document, in
                  writing. The Facility Agent may execute an amendment,
                  supplement, replacement, novation or waiver on behalf of all
                  Subscribers and Subscriber Affiliates. The Parent may execute
                  an amendment, supplement, replacement, novation or waiver on
                  behalf of all Group Parties.

                                                                            104.

<PAGE>

         (b)      The Facility Agent must promptly notify each Subscriber if a
                  Transaction Document is amended, supplemented, replaced or
                  novated, or an obligation of a Group Party is waived, under
                  paragraph (a).

17.2     AGREEMENT OF MAJORITY OF SUBSCRIBERS

         The Facility Agent may only execute an amendment, supplement,
         replacement, novation or waiver of a Transaction Document, other than:

         (a)      to effect matters of a formal, minor or technical nature; or

         (b)      to correct a manifest error,

         with the consent of a Majority of Subscribers.

17.3     AGREEMENT OF ALL SUBSCRIBERS

         The Facility Agent may only execute an amendment, supplement,
         replacement, novation or waiver that:

         (a)      relates to the definition of "Majority of Subscribers" in
                  clause 1.1;

         (b)      extends the date for, decreases the amount of, or changes the
                  currency of, any payment under a Transaction Document;

         (c)      increases a Subscriber's Commitment;

         (d)      waives a payment default;

         (e)      releases a Security where this is not otherwise permitted by
                  this document;

         (f)      changes any Interest Rate (as defined in a Facility
                  Agreement);

         (g)      relates to this clause or to clause 12; or

         (h)      relates to a provision that provides expressly that it may
                  only be amended, supplemented, replaced, novated or waived
                  with the consent of all the Subscribers,

         with the consent of all the Subscribers.

17.4     WAIVER GENERALLY

         Without limiting clauses 17.1 to 17.3, a right may only be waived in
         writing, and:

         (a)      no other conduct (including a failure to exercise, or delay in
                  exercising, the right) operates as a waiver of the right or
                  otherwise prevents the exercise of the right;

         (b)      a waiver of a right on one or more occasions does not operate
                  as a waiver of that right if it arises again; and

         (c)      the exercise of a right does not prevent any further exercise
                  of that right or of any other right.

                                                                            105.

<PAGE>

18.      GENERAL

18.1     GOVERNING LAW

         (a)      Each New Transaction Document is governed by the law in force
                  in New South Wales.

         (b)      Each party submits to the non-exclusive jurisdiction of the
                  courts exercising jurisdiction in New South Wales, and any
                  court that may hear appeals from any of those courts, for any
                  proceedings in connection with any Transaction Document, and
                  waives any right it might have to claim that those courts are
                  an inconvenient forum.

         (c)      Each Group Party appoints the Parent as its agent to receive
                  service of process for any proceedings in connection with any
                  Transaction Document. Each Group Party undertakes to maintain
                  this appointment until all amounts actually or contingently
                  owing under any Transaction Document have been fully and
                  irrevocably paid, and agrees that any process served on the
                  Parent is taken to be served on it.

18.2     WAIVER OF IMMUNITY

         To the extent that a Group Party can claim immunity in any jurisdiction
         for itself or its property from suit, execution, attachment (whether in
         aid of execution, before judgment or otherwise) or other legal process,
         or to the extent that any such immunity may be attributed to a Group
         Party or its property in any jurisdiction (whether or not it claims
         that immunity), that Group Party irrevocably waives that immunity and
         agrees not to claim it to the full extent permitted by the laws of that
         jurisdiction in respect of any liability or litigation that arises
         (directly or indirectly) out of, under or in connection with this
         document or any other Transaction Document. Without limiting this, each
         Group Party agrees that the waiver of immunity in the previous sentence
         is to have effect under, and to be construed in accordance with, the
         Foreign Sovereign Immunities Act of 1976 of the United States of
         America in any proceedings taken in any jurisdiction to which that Act
         applies.

18.3     WAIVER OF JURY TRIAL

         Each party 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
         document or any other Transaction Document. Each party:

         (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 to this document
                  have been induced to enter into this document and the other
                  Transaction Documents, as applicable, by, among other things,
                  the mutual waivers and certifications in this subclause.

                                                                            106.

<PAGE>

18.4     LIABILITY FOR TAXES AND EXPENSES

         The Parent must indemnify each Arranger and the Facility Agent against,
         and must pay each such party on demand the amount of, all Taxes (other
         than Excluded Taxes) and reasonable expenses incurred in connection
         with:

         (a)      the negotiation, preparation, execution, stamping and
                  registration of each Transaction Document and the syndication
                  of the Facilities (to the extent required by law or approved
                  by the Parent);

         (b)      the transactions that each Transaction Document contemplates;
                  and

         (c)      any amendment to, or any consent, approval, waiver, release or
                  discharge of or under, any Transaction Document,

         including legal expenses in all applicable jurisdictions on a full
         indemnity basis, travel costs, printing, telecommunications, stamp
         duties and other out-of-pocket expenses, and expenses incurred in
         engaging consultants. This indemnity applies whether or not a Funding
         Portion is ever requested or made.

18.5     GIVING EFFECT TO THE TRANSACTION DOCUMENTS

         Each Group Party must do anything (including execute any document), and
         must ensure that its employees and agents do anything (including
         execute any document), that the Facility Agent may reasonably require
         to give full effect to each Transaction Document.

18.6     OPERATION OF THE TRANSACTION DOCUMENTS

         (a)      Any right that the Facility Agent, an Arranger, a Subscriber
                  or a Subscriber Affiliate may have under the Transaction
                  Documents is in addition to, and does not replace or limit,
                  any other right that it may have.

         (b)      Any provision of a Transaction Document which is unenforceable
                  or partly unenforceable is, where possible, to be severed to
                  the extent necessary to make the Transaction Document
                  enforceable, unless this would materially change the intended
                  effect of the Transaction Document.

18.7     OPERATION OF INDEMNITIES

         (a)      Each indemnity in a Transaction Document survives the expiry
                  or termination of any Transaction Document.

         (b)      A party may recover a payment under an indemnity in a
                  Transaction Document before it makes the payment in respect of
                  which the indemnity is given.

18.8     CONSENTS

         Where a Transaction Document contemplates that a party may agree or
         consent to something (however it is described), that party may:

         (a)      agree or consent, or not agree or consent, in its absolute
                  discretion; and

                                                                            107.

<PAGE>

         (b)      agree or consent subject to conditions,

         unless the Transaction Document expressly contemplates otherwise.

18.9     STATEMENTS BY THE FACILITY AGENT

         A statement by an Authorised Representative of the Facility Agent on
         any matter relating to any Transaction Document (including any amount
         owing by a Group Party) is conclusive unless clearly wrong on its face.

18.10    SET-OFF

         If an Event of Default occurs, each Subscriber or Subscriber Affiliate,
         without notice to any Group Party, may combine any account that any
         Group Party holds with it with, or set off any amount that is or may
         become owing by it or any related body corporate to any Group Party
         against, any amount owing by the Group Party to the Subscriber or
         Subscriber Affiliate under any Transaction Document. For this purpose
         the Facility Agent, each Subscriber and each Subscriber Affiliate may:

         (a)      change the terms (including the repayment date) of any account
                  or other payment obligation between the parties;

         (b)      convert amounts into different currencies in accordance with
                  its usual practice; and

         (c)      do anything (including execute any document) in the name of
                  any Group Party that it considers necessary or desirable.

         This subclause overrides any other document or agreement to the
         contrary.

18.11    NO MERGER

         Nothing in a Transaction Document merges with any other Security
         Interest, or any Guarantee, judgment or other right or remedy, that the
         Facility Agent, an Arranger, a Subscriber or a Subscriber Affiliate may
         hold at any time.

18.12    EXCLUSION OF CONTRARY LEGISLATION

         Any legislation that adversely affects an obligation of a Group Party,
         or the exercise by the Facility Agent, an Arranger, a Subscriber or a
         Subscriber Affiliate of a right or remedy, under or relating to a
         Transaction Document is excluded to the full extent permitted by law.

18.13    COUNTERPARTS

         Each New Transaction Document may be executed in counterparts.

                                                                            108.

<PAGE>

18.14    ATTORNEYS

         Each person who executes this document on behalf of a party under a
         power of attorney declares that he or she is not aware of any fact or
         circumstance that might affect his or her authority to do so under that
         power of attorney.

18.15    PARTIES

         Each person who is expressed to be a party to this document is not
         bound by the terms of this document until that party executes this
         document.

                                                                            109.

<PAGE>

EXECUTED as an agreement.

PARENT

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

                                        ________________________________________
                                        Signature of attorney

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Date of power of attorney

INITIAL BORROWERS

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

                                        ________________________________________
                                        Signature of attorney

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Date of power of attorney

                                                                            137.

<PAGE>

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

                                        ________________________________________
                                        Signature of attorney

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Date of power of attorney

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

                                        ________________________________________
                                        Signature of attorney

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Date of power of attorney

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

                                        ________________________________________
                                        Signature of attorney

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Date of power of attorney

                                                                            138.

<PAGE>

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

                                        ________________________________________
                                        Signature of attorney

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Date of power of attorney

SIGNED for BPC1 PTY LIMITED under
power of attorney in the presence of:

                                        ________________________________________
                                        Signature of attorney

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Date of power of attorney

                                                                            139.

<PAGE>

ARRANGERS

SIGNED for CREDIT SUISSE FIRST
BOSTON, MELBOURNE BRANCH by its
authorised signatories in the
presence of:

                                        ________________________________________
                                        Signature of authorised signatory

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Signature of authorised signatory

                                        ________________________________________
                                        Name

                                                                            140.

<PAGE>

SIGNED for BOS INTERNATIONAL
(AUSTRALIA) LIMITED under power of
attorney in the presence of:

                                        ________________________________________
                                        Signature of attorney

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Date of power of attorney

SIGNED for CREDIT AGRICOLE
INDOSUEZ AUSTRALIA LIMITED
under power of attorney in
the presence of:

                                        ________________________________________
                                        Signature of attorney

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Date of power of attorney

                                                                            141.

<PAGE>

FACILITY AGENT

SIGNED for CREDIT SUISSE FIRST
BOSTON, MELBOURNE BRANCH by its
authorised signatories in the
presence of:

                                        ________________________________________
                                        Signature of authorised signatory

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Signature of authorised signatory

                                        ________________________________________
                                        Name

INITIAL SUBSCRIBERS

SIGNED for CREDIT SUISSE FIRST
BOSTON, MELBOURNE BRANCH by its
authorised signatories in the
presence of:

                                        ________________________________________
                                        Signature of authorised signatory

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Signature of authorised signatory

                                        ________________________________________
                                        Name

                                                                            142.

<PAGE>

SIGNED for BOS INTERNATIONAL
(AUSTRALIA) LIMITED under power of
attorney in the presence of:

                                        ________________________________________
                                        Signature of attorney

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Date of power of attorney

SIGNED for CREDIT AGRICOLE
INDOSUEZ AUSTRALIA LIMITED by
its authorised signatory in the
presence of:

                                        ________________________________________
                                        Signature of authorised signatory

__________________________________      ________________________________________
Signature of witness                    Name

__________________________________      ________________________________________
Name                                    Date of power of attorney

                                                                            143.