Amendment and Release Agreement Burns, Philp & Company Limited ABN 65 000 000 359 Each entity listed in schedule 1 and Credit Suisse First Boston, Sydney Branch (previously known as Credit Suisse First Boston, Melbourne Branch) ABN 17 061 700 712...

Amendment and Release Agreement Burns, Philp & Company Limited ABN 65 000 000 359 Each entity listed in schedule 1 and Credit Suisse First Boston, Sydney Branch (previously known as Credit Suisse First Boston, Melbourne Branch) ABN 17 061 700 712...

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Table of Contents

Document Metadata

Exhibit 10.28

Amendment and Release Agreement

Xxxxx, Xxxxx & Company Limited
ABN 65 000 000 359

Each entity listed in schedule 1

and

Credit Suisse First Boston, Sydney Branch (previously known as Credit Suisse
First Boston, Melbourne Branch)
ABN 17 061 700 712

Freehills

MLC Centre Xxxxxx Xxxxx Xxxxxx Xxx Xxxxx Xxxxx 0000 Xxxxxxxxx
Telephone x00 0 0000 0000 Facsimile x00 0000 0000
xxx.xxxxxxxxx.xxx DX 000 Xxxxxx

XXXXXX XXXXXXXXX PERTH BRISBANE HANOI HO CHI MINH CITY SINGAPORE

Correspondent Offices JAKARTA KUALA LUMPUR

Reference JP:ML:APJ:36D

Amending Agreement

Table of contents


Clause		Page
1	Definitions and interpretation	1
	1.1 Definitions	1
	1.2 Interpretation	2
2	Amendments to Principal Agreements	2
	2.1 Amendment to Revolving Facility Agreement	2
	2.2 Amendment to Term A Facility Agreement	2
	2.3 Amendment to TLA Senior Funding Agreement	2
	2.4 Amendment not to affect validity, rights, obligations	3
	2.5 Confirmation	3
	2.6 Acknowledgement	3
3	Release of BPD and BPF	3
4	General	4
	4.1 Principal Agreement	4
	4.2 Governing law and jurisdiction	4
	4.3 Further action	4
	4.4 Counterparts	4
Schedule 1 – Initial Borrowers		5
Annexure A – Deed Poll of Release

page 1

This amendment and release agreement

is made on 2004 between the following parties:


			1.			Xxxxx, Xxxxx & Company Limited
						ABN 65 000 000 359
						of Xxxxx 00, 00 Xxxx Xxxxxx, Xxxxxx, Xxx Xxxxx Xxxxx, 0000
						(Parent)

			2.			Each entity listed in schedule 1
						(each an Initial Borrower)

			3.			Credit Suisse First Boston, Sydney Branch (previously known as Credit Suisse First Boston, Melbourne Branch)
						ABN 17 061 700 712
						x/x Xxxxx 00, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, 0000
						on behalf of itself and each Subscriber
						(Facility Agent)

Recitals

		A The Parent, the Initial Borrowers, the Facility Agent and others executed the Principal Agreement.

		B The parties wish to amend the Principal Agreement in the manner set out in this agreement.

The parties agree

that in consideration of, among other things, the mutual promises contained in this agreement and the payment by the Parent and the Initial Borrowers to the Facility Agent of $10 (receipt of which is hereby acknowledged by the Facility Agent):

1 Definitions and interpretation

1.1		Definitions

		The following definitions apply in this agreement:

		BPD means Xxxxx Xxxxx Deutschland GmbH (Reg No. HRB 65911);

		BPF means Xxxxx Xxxxx Food Limited;

		Deed Poll of Release means a deed poll in, or substantially in, the form of Annexure A to be executed by the Security Trustee and the Co-Trustee in favour of BPD or BPF (or both, and with or without others) in relation to the Security Documents (as defined therein);

		Effective Date means the date of this agreement;

		Principal Agreement means each of the following:

(a)		the Revolving Facility Agreement;

(b)		the Term A Facility Agreement; and

(c)		the TLA Senior Funding Agreement;

page 1

Revolving Facility Agreement means the Revolving Facility Agreement dated 16 January 2003 between the Parent, the Initial Borrowers, the Facility Agent and the financial institutions listed in schedule 2 to that document as amended and restated as at 21 February 2003 and 18 August 2003;

Security Documents has the same meaning as defined in the Deed Poll of Release;

Term A Facility Agreement means the Term A Facility Agreement dated 16 January 2003 between the Parent, the Initial Borrowers, the Facility Agent and the financial institutions listed in schedule 2 to that document as amended and restated as at 21 February 2003 and 18 August 2003; and

TLA Senior Funding Agreement means the TLA Senior Funding Agreement dated 16 January 2003 between the Parent, the Initial Borrowers, the Facility Agent and others as amended and restated as at 21 February 2003, 4 March 2003, 18 August 2003 and 3 February 2004.

1.2

Interpretation

(a)		Clause 1.2 to 1.6 of the TLA Senior Funding Agreement apply to this agreement.

(b)		In this agreement, a word or phrase defined in the TLA Senior Funding Agreement has the same meaning as in the TLA Senior Funding Agreement.

2 Amendments to Principal Agreements

2.1

Amendment to Revolving Facility Agreement

(a)		Clause 8 of the Revolving Facility Agreement is amended by inserting in paragraph (e) after the words “Revolving Debenture” the words “(other than a Revolving Debenture issued by Xxxxx Xxxxx Deutschland GmbH or Xxxxx Xxxxx Food Limited)”.

(b)		The amendment in clause 2.1(a) takes effect on and from the Effective Date.

2.2

Amendment to Term A Facility Agreement

(a)		Clause 9 of the Term A Facility Agreement is amended by inserting in paragraph (e) after the words “Term Debenture” the words “(other than a Term Debenture issued by Xxxxx Xxxxx Deutschland GmbH or Xxxxx Xxxxx Food Limited)”.

(b)		The amendment in clause 2.2(a) takes effect on and from the Effective Date.

2.3

Amendment to TLA Senior Funding Agreement

(a)

Clause 7.1(a) of the TLA Senior Funding Agreement is amended by deleting in paragraph (ii) after the semi-colon the word “or” and inserting in each of paragraphs (i) and (ii) after the semi-colon the word “and”.

page 2

(b)

The amendments in clause 2.3(a) take effect on and from the Effective Date.

2.4

Amendment not to affect validity, rights, obligations

(a)		The amendments to the Principal Agreements do not affect the validity or enforceability of the Principal Agreements.

(b)		Nothing in this clause 2:

(1)		prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Principal Agreements before the Effective Date; or

(2)		discharges, releases or otherwise affects any liability or obligation arising under the Principal Agreements before the Effective Date.

2.5

Confirmation

(a)		Each party is bound by the Principal Agreements as amended by this agreement.

(b)		Each party confirms that, other than as provided for in clauses 2.1 to 2.3, the Principal Agreements remain in full force and effect.

2.6

Acknowledgement

Each party acknowledges that this agreement is issued in accordance with the Principal Agreements and is a New Transaction Document.

3 Release of BPD and BPF

(a)		BPD will cease to be a Borrower under, or a party to, may cancel and redeem all Revolving Debentures and Term Debentures issued by it under, and will be released from all of its obligations under, the Principal Agreements and each other Transaction Document (subject to paragraph (c)) upon BPD having repaid all outstanding Funding Portions owing by it to the Subscribers and all accrued interest on those Funding Portions.

(b)		BPF will cease to be a Borrower under, or a party to, may cancel and redeem all Revolving Debentures and Term Debentures issued by it under, and will be released from all of its obligations under, the Principal Agreements and each other Transaction Document (subject to paragraph (c)) upon BPF having repaid all outstanding Funding Portions owing by it to the Subscribers and all accrued interest on those Funding Portions.

(c)		Neither BPD nor BPF will be released from their obligations under the Security Documents until the execution by the Security Trustee and the Co-Trustee of a Deed Poll of Release in its favour.

page 3

4 General

4.1

Principal Agreement

Clause 16 (“Notices”), clause 17 (“Amendments and Waivers”) and clause 18 (“General”) of the TLA Senior Funding Agreement apply mutatis mutandis to this agreement as if they were fully set out in this agreement.

4.2

Governing law and jurisdiction

(a)		This agreement is governed by the laws of New South Wales.

(b)		Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

4.3

Further action

Each party agrees to do all things and execute all further documents necessary to give full effect to this agreement.

4.4

Counterparts

(a)		This agreement may be executed in any number of counterparts.

(b)		All counterparts, taken together, constitute 1 instrument.

(c)		A party may execute this agreement by signing any counterpart.

page 4

Schedule 1 – Initial Borrowers


		Jurisdiction of
Name of Borrower	Address	Incorporation
Xxxxx Xxxxx Treasury (Australia)	Xxxxx 00	Xxxxxxxxx
Xxxxxxx	00 Xxxx Xxxxxx
ACN 003 731 986	XXXXXX XXX 0000
	XXXXXXXXX

Xxxxx Xxxxx Inc.	c/- The Corporation Trust Company	USA
(Fed ID #22-272392)	County of New Castle
	0000 Xxxxxx Xxxxxx
	XXXXXXXXXX XX 00000
	XXXXXX XXXXXX OF AMERICA

Xxxxx Xxxxx (New Zealand)	00 Xxxxxxxx Xxxx	Xxx Xxxxxxx
Limited	Auckland
(AK 112484)	NEW ZEALAND

Xxxxx Xxxxx Food Limited	00 Xxxxx Xxxxxx	Xxxxxx
	Xxxxxxx
	XXXXXX X0X0X0
	XXXXXX

BPC1 Pty Limited	Xxxxx 00	Xxxxxxxxx
ACN 101 665 918	00 Xxxx Xxxxxx
	XXXXXX XXX 0000
	XXXXXXXXX

Xxxxx Xxxxx Deutschland GmbH	Wandsbeker	Germany
(Reg No. HRB 65911)	Xxxxxxxxxxx 00
	00000 Xxxxxxx
	XXXXXXX

page 5


Executed as an agreement:

Parent

Signed for
Xxxxx, Xxxxx & Company Limited
by its attorney in
the presence of:

Witness		Attorney

Name (please print)		Name (please print)

Initial Borrowers

Signed for
Xxxxx Xxxxx Treasury (Australia) Limited
by its attorney in
the presence of:

Witness		Attorney

Name (please print)		Name (please print)

Signed for
Xxxxx Xxxxx Inc.
by its attorney in
the presence of:

Witness		Attorney

Name (please print)		Name (please print)

page 6


Signed for
Xxxxx Xxxxx (New Zealand) Limited
by its attorney in
the presence of:

Witness		Attorney

Name (please print)		Name (please print)

Signed for
Xxxxx Xxxxx Food Limited
by its attorney in
the presence of:

Witness		Attorney

Name (please print)		Name (please print)

Signed for
BPC1 Pty Limited
by its attorney in
the presence of:

Witness		Attorney

Name (please print)		Name (please print)

Signed for
Xxxxx Xxxxx Deutschland GmbH
by its attorney in
the presence of:

Witness		Attorney

Name (please print)		Name (please print)

page 7


Facility Agent (on behalf of itself and each Subscriber)

Signed for
Credit Suisse First Boston, Sydney Branch
by its authorised signatories
in the presence of:

Witness		Signature of authorised signatory

Name (please print)		Name (please print)

		Signature of authorised signatory

		Name (please print)

page 8

Annexure A – Deed Poll of Release

Deed Poll of Release

(Australian Security Documents - Completion)

X.X. Xxxxxx Australia Limited
ABN 52 002 888 011

and

Each party listed in schedule 0

XXX Xxxxxx Xxxxxx Xxxxx Xxxxxx Xxx Xxxxx Xxxxx 0000 Xxxxxxxxx
Telephone x00 0 0000 0000 Facsimile x00 0 0000 0000
xxx.xxxxxxxxx.xxx DX 000 Xxxxxx

XXXXXX XXXXXXXXX PERTH BRISBANE HANOI HO CHI MINH CITY SINGAPORE
Correspondent Offices JAKARTA KUALA LUMPUR

Reference JP:ML:APJ:36D

Table of contents

Clause


	Page
1 Definitions and Interpretation		1
1.1 Definitions		1
1.2 Interpretation		3
2 Release from Security Documents		3
2.1 Release of Release Property		3
2.2 Release of obligations		3
2.3 Release time		3
2.4 Confirmation of release of foreign Security Documents		3
2.5 Further steps		4
2.6 Confirmation that will not affect other rights or liabilities		4
3 General		4
3.1 Governing law and jurisdiction		4
3.2 Attorneys		4
Schedule 1 – Release Companies		5
Schedule 2 – Deed of Charge and Release Property		8
Schedule 3 – Trademarks		20
Schedule 4 – Foreign releases		21

page 1

This Deed Poll of Release

is made on 2004 between the following parties:

1		X.X. Xxxxxx Australia Limited

		ABN 52 002 888 011 of Xxxxx 00, Xxxxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxx Xxxxx, 0000 as trustee of each Security Trust (Security Trustee)

2		JPMorgan Chase Bank of 0 Xxx Xxxx Xxxxx, 00^xx Xxxxx, Xxx Xxxx, XX 00000 as co-trustee of the trust constituted by the Security Trust Deed (Co-Trustee)

in favour of

3		Each party listed in schedule 1

		(each a Release Company)

4		Each of the Continuing Guarantors

Recitals

A.		The Security Trustee and the Co-Trustee hold certain guarantees and securities granted by the Release Companies.

B.		The Security Trustee and the Co-Trustee have agreed to release the Release Property from the Security Documents and to release the Sale Companies from their obligations under the Security Documents on the terms of this deed.

C.		The Security Trustee and the Co-Trustee have obtained all consents, approvals and directions required to execute, deliver and perform this deed.

This deed witnesses

that in consideration of, among other things, the mutual promises contained in this deed, the parties agree:

1 Definitions and Interpretation

1.1		Definitions

		In this deed:

		1998 Guarantee means the Deed of Guarantee and Indemnity dated 28 July 1998 executed by the companies listed in item 1 of schedule 1 thereto (each a guarantor) and the Security Trustee (formerly known as Chase Securities Australia Limited) and includes any document by which any party has acceded to, or assumed the obligations of a guarantor under, that Deed of Guarantee and Indemnity;

page 1

		ASIC means the Australian Securities and Investments Commission;

		Collateral Security means any mortgage, charge, encumbrance, security interest, guarantee, indemnity or other right or obligation held by the Security Trustee or the Co-Trustee (in any capacity) as security for, or to credit enhance, the payment of any of the moneys secured by the Guarantees or the Deeds of Charge;

		Continuing Guarantor means any guarantor under the 1998 Guarantee other than a Sale Company;

		Deed of Charge means each document listed in schedule 2;

		Deed of Debenture Trust means the Deed of Debenture Trust dated 7 March 2003 between the Parent, the entities listed in schedule 1 thereto and the Security Trustee;

		Form 312 means an ASIC Form 312 “Notification of discharge or release of property from a charge” in relation to each Deed of Charge that is a registered charge under the Corporations Act appropriately completed and signed on behalf of the Security Trustee;

		German Guarantee means the Deed of Guarantee dated 17 June 1999 executed by the companies listed in item 1 of schedule 1 thereto (each a guarantor) and the Security Trustee, and includes any document by which any party has acceded to, or assumed the obligations of a guarantor under, that Deed of Guarantee;

		Guarantee means each of:

(a)		the 1998 Guarantee; and

(b)		the German Guarantee;

		Parent means Xxxxx, Xxxxx & Company Pty Limited (ABN 65 000 000 359);

		Release Property means:

(a)		in relation to a Seller, the property listed in the fourth column of part 1 of schedule 2 for that Seller which is mortgaged, charged or subject to any other encumbrance or security interest under the Security Documents; and

(b)		in relation to a Sale Company, all present and future property of the Sale Company that is on the date of execution and delivery of this deed poll or may (but for this deed poll) after the time of execution and delivery of this deed poll become subject to a Security Document;

		Sale Company means each company listed in part 2 of schedule 1;

		Security Document means each of the following:

(a)		the Security Trust Deed;

(b)		the Deed of Debenture Trust;

(c)		each Guarantee;

(d)		each Deed of Charge; and

(e)		each Collateral Security;

Security Trust means each of:

(a)

the trust constituted by the Security Trust Deed; and

page 2

(b)

the trust constituted by the Deed of Debenture Trust;

		Security Trust Deed means the Security Trust Deed dated 28 July 1998 between the Parent and Chase Securities Australia Limited (now known as X.X. Xxxxxx Australia Limited); and

		Seller means each company listed in part 1 of schedule 1.

1.2		Interpretation

		In this deed headings and bold emphasis are for convenience only and do not affect interpretation and unless the context otherwise requires:

(a)		the singular includes the plural and the converse;

(b)		other grammatical forms of a defined word or phrase have a corresponding meaning;

(c)		a reference to a schedule, part or clause is to a schedule, part or clause of this deed;

(d)		a reference to a party includes its successors and permitted substitutes or assigns;

(e)		a reference to any agreement or document is a reference to the agreement or document as amended, supplemented, varied, novated or replaced from time to time.

2 Release from Security Documents

2.1		Release of Release Property

		Each of the Security Trustee and the Co-Trustee releases the Release Property of each Release Company from the Security Documents.

2.2		Release of obligations

(a)		Each of the Security Trustee and the Co-Trustee releases each Sale Company from all of its obligations under the Security Documents.

(b)		Each of the Security Trustee and the Co-Trustee releases each Continuing Guarantor from all of its obligations under the 1998 Guarantee referable to a Sale Company being a “Debtor” under and as defined in the 1998 Guarantee and agrees that each Sale Company ceases to be a “Debtor” under and as defined in the 1998 Guarantee.

2.3		Release time

		Each release in clauses 2.1 and 2.2 operates upon the execution and delivery of this deed without the need for any further action or document other than as set out in this deed.

2.4		Confirmation of release of foreign Security Documents

		Each of the Security Trustee and the Co-Trustee:

page 3

(a)		confirms that each of the releases contemplated by the documents specified in schedule 4 takes effect upon execution and delivery of this deed poll; and

(b)		consents to each Sale Company making, and instructs each Sale Company to make, any necessary filing or recording of such releases in the records of the Sale Company or in any applicable governmental or public register or office.

2.5		Further steps

		Each of the Security Trustee and the Co-Trustee agrees to do all things and execute all documents reasonably necessary to give effect to the releases in clauses 2.1 and 2.2, and the releases contemplated by clause 2.4, including but not limited to, delivery of each Form 312.

2.6		Confirmation that will not affect other rights or liabilities

		Nothing in this deed affects the obligations of any person to the Security Trustee or the Co-Trustee, or the rights of the Security Trustee or the Co-Trustee against any person except as set out in this clause 2.

3 General

3.1

Governing law and jurisdiction

(a)		This deed is governed by the laws of the Australian Capital Territory.

(b)		Each of the Security Trustee and the Co-Trustee irrevocably submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory.

(c)		Each of the Security Trustee and the Co-Trustee irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

(d)		Each of the Security Trustee and the Co-Trustee irrevocably waives any immunity which that party has or acquires from the jurisdiction of any court or any legal process for any reason including, but not limited to, the service of notice, attachment before judgment, attachment in aid of execution or execution.

3.2		Attorneys

		Each of the attorneys executing this deed states that the attorney has no notice of the revocation of that attorney’s power of attorney.

page 4

Schedule 1 – Release Companies

Part 1 – Sellers


Company Name		ABN
1 Xxxxx, Xxxxx & Company Limited		65 000 000 359
2 Xxxxx Xxxxx Food Holdings Pty Limited		43 000 000 000
3 Xxxxx Xxxxx Overseas Holdings Limited		83 004 474 551
4 Xxxxx Xxxxx Treasury (Australia) Limited		29 003 731 986
5 Xxxxxxx Xxxxxxx Consumer Foods Pty Limited		35 000 024 546
6 GF Finance Pty Limited		97 009 979 471
7 GF Group Services Pty Limited		22 003 889 996
8 Quality Bakers Australia Pty Limited		45 004 205 449

Part 2 – Sale Companies


Company Name		ABN
Xxxxxxxxx
0 Xxxxxxxx Xxxxxxxxx De Levaduras S.A.I.C.		N/A
10 Sudamericana de Levaduras S.A. de Inversiones		N/A
Australia
11 Xxxxx Xxxxx Camellia Pty Limited		20 003 925 040
12 Xxxxx Xxxxx Food Overseas Holdings Limited		36 000 000 000
13 Xxxxx Xxxxx Food Properties Pty Limited		50 008 443 856
14 Xxxxx Xxxxx Middle East Pty Limited		19 077 288 021
15 Xxxxx Xxxxx Pakistan Pty Limited		80 000 000 000
00 Xxxxx Xxxxx Xxxxx Xxxxxxx Pty Limited		68 000 000 000
17 Xxxxx Xxxxx Technology & Development Pty Limited		85 003 994 241
18 Xxxxx Xxxxx Technology Pty Limited		60 061 602 506
19 Indonesian Yeast Company Pty Limited		24 061 753 026
00 Xxxxx Xxxxxxxxxxxx Xxxxxxxxx Pty Limited		13 003 994 312
00 Xxxxx Xxxxxxxxxxxx Xxxxxx Pty Limited		54 060 142 038
00 Xxxxx Xxxxxxxxxxxx Xxxxx Pty Limited		71 061 325 157
00 Xxxxx Xxxxxxxxxxxx Xxxxx Pty Limited		86 051 675 775
00 Xxxxx Xxxxxxxxxxxx Xxxxx Pty Limited		57 063 797 759
00 Xxxxx Xxxxxxxxxxxx Xxxxxxxxx Pty Limited		87 000 000 000

page 5


00 Xxxxx Xxxxxxxxxxxx Xxxxxxxx Pty Limited		69 051 611 628
00 Xxxxx Xxxxxxxxxxxx Xxxxxxxxxxx Pty Limited		42 068 581 493
00 Xxxxx Xxxxxxxxxxxx Xxxxxxx Pty Limited		75 066 107 426
29 Mauri Yeast Australia Pty Limited		68 003 853 656
30 Serrol Ingredients Pty Limited		85 000 241 403
Brazil
31 Xxxxx Xxxxx Brasil Indústria e Comércio de Alimentos Ltda.		N/A
Canada
32 Xxxxx Xxxxx Food Limited		N/A
Colombia
33 Xxxxx Xxxxx Colombia S.A.		X/X
Xxxxxxx
00 Xxxxx Xxxxx Xxxxxxx S.A.		N/A
Germany
35 Xxxxx Xxxxx Deutschland GMBH		N/A
36 Xxxxx Xxxxx Deutschland Export Nahrungsmittel-Vertriebsgesellschaft MbH		N/A
37 Xxxxx Xxxxx Deutschland Grundbesitz GMBH		N/A
38 Deutsche Hefewerke GMBH		N/A
Guatemala
39 Xxxxx Xxxxx Guatemala S.A.		X/X
Xxxxxxxxxxx
00 Xxxxx Xxxxx Xxxxxxxxxxx European Holdings X.X.		X/X
Xxx Xxxxxxx
00 Xxx Xxxxxxx Food Industries Limited		N/A
Xxxx
00 Xxxxx Xxxxx Peru S.A.C.		N/A
Spain
43 Xxxxx Xxxxx Food SA		N/A
U.K.
44 Xxxxx Xxxxx (U.K.) Plc		N/A
U.S.A.
45 Xxxxx Xxxxx Food Inc.		N/A

page 6


Uruguay
46 Flodden S.A.		N/A
47 Greensted S.A.		N/A
48 Levadura Uruguaya S.A.		N/A
Venezuela
49 Xxxxx Xxxxx Venezuela, S.A.		N/A

page 7

Schedule 2 – Deed of Charge and Release Property

Part 1 – Sellers’ Deeds of Charge and Release Property

1 Xxxxx, Xxxxx & Company Limited

ABN 65 000 000 359


	ASIC registered
Deed of Charge	charge number			Release Property
1 Initial NSW/Vic Charge		658495	(a)	All the right, title and interest of Xxxxx, Xxxxx & Company Limited in the issued shares in Xxxxx Xxxxx Technology Pty Limited (ABN 60 061 602 506).

2 Xxxxx Xxxxx Food Holdings Pty Limited

ABN 43 000 000 000


	ASIC registered
Deed of Charge	charge number			Release Property
1 Initial NSW/Vic Charge		658398	(a)	All the right, title and interest of Xxxxx Xxxxx Food Holdings Pty Limited in the issued shares in Xxxxx Xxxxx Camellia Pty Limited (ABN 20 003 925 040).

			(b)	All the right, title and interest of Xxxxx Xxxxx Food Holdings Pty Limited in the issued shares in Xxxxx Xxxxx Technology & Development Pty Limited (ABN 85 003 994 241).

			(c)	All the right, title and interest of Xxxxx Xxxxx Food Holdings Pty Limited in the issued shares in Mauri Yeast Australia Pty Limited (ABN 68 003 853 656).

2 Initial Territories/ Overseas Charge		658526	(a)	All the right, title and interest of Xxxxx Xxxxx Food Holdings Pty Limited in the trademarks listed in Part 1 of Schedule 3.

page 8

3 Xxxxx Xxxxx Overseas Holdings Limited

ABN 83 004 474 551


	ASIC registered
Deed of Charge	charge number			Release Property
1 Initial NSW/Vic Charge		658399	(a)	All the right, title and interest of Xxxxx Xxxxx Overseas Holdings Pty Limited in the issued shares in Xxxxx Xxxxx Food Overseas Holdings Limited (ABN 36 000 000 000).

4 Xxxxx Xxxxx Treasury (Australia) Limited

ABN 29 003 731 986


	ASIC registered
Deed of Charge	charge number			Release Property
1 Initial NSW/Vic Charge		658404	(a)	All the right, title and interest of Xxxxx Xxxxx Treasury (Australia) Limited in any amount owing by Serrol Ingredients Pty Limited.

5 Xxxxxxx Xxxxxxx Consumer Foods Pty Limited

ABN 35 000 024 546

6 GF Finance Pty Limited

ABN 97 009 979 471


	ASIC registered
Deed of Charge	charge number			Release Property
1 Initial GF NT/OS Charge		987705	(a)	All the right, title and interest of GF Finance Pty Limited in the issued shares in GF Investments (Asia)Pte Limited.
		993772

page 9

7 GF Group Services Pty Limited

ABN 22 003 889 996


	ASIC registered
Deed of Charge	charge number			Release Property
1 Initial GF NSW/Vic Land #2 Charge		987790	(a)	All the right, title and interest of GF Group Services Pty Limited over the land located at 000-000 Xxxxxxxx Xxxxxx, Xxxxxxxxx Xxxx, Xxx Xxxxx Xxxxx comprised in Folio Identifier 4/739967.

8 Quality Bakers Australia Pty Limited

ABN 45 004 205 449

Part 2 – Sale Companies Deeds of Charge and Release Property

9 Xxxxx Xxxxx Camellia Pty Limited

ABN 20 003 925 040


	ASIC registered
Deed of Charge	charge number			Release Property
1 Initial NSW/Vic Charge		658385	(a)	All of the property of Xxxxx Xxxxx Camellia Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

page 10


	ASIC registered
Deed of Charge	charge number			Release Property
2 Initial Other States Charge		658418	(a)	All of the property of Xxxxx Xxxxx Camellia Pty Limited which is mortgaged or charged under the Initial Other States Charge.

3 Initial Territories/Overseas Charge		658528	(a)	All of the property of Xxxxx Xxxxx Camellia Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

10 Xxxxx Xxxxx Food Overseas Holdings Limited

ABN 36 000 000 000


	ASIC registered
Deed of Charge	charge number			Release Property
1 Initial NSW/Vic Charge		658412	(a)	All of the property of Xxxxx Xxxxx Food Overseas Holdings Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

2 Initial Other States Charge		658449	(a)	All of the property of Xxxxx Xxxxx Food Overseas Holdings Limited which is mortgaged or charged under the Initial Other States Charge.

3 Initial Territories/ Overseas Charge		658527	(a)	All of the property of Xxxxx Xxxxx Food Overseas Holdings Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

11 Xxxxx Xxxxx Food Properties Pty Limited

ABN 50 008 443 856


	ASIC registered
Deed of Charge	charge number			Release Property
1 Initial NSW/Vic Charge		658388	(a)	All of the property of Xxxxx Xxxxx Food Properties Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

2 Initial Other States Charge		658447	(a)	All of the property of Xxxxx Xxxxx Food Properties Pty Limited which is mortgaged or charged under the Initial Other States Charge.

page 11


	ASIC registered
Deed of Charge	charge number			Release Property
3 Initial Territories/ Overseas Charge		658496	(a)	All of the property of Xxxxx Xxxxx Food Properties Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

12 Xxxxx Xxxxx Middle East Pty Limited

ABN 19 077 288 021


	ASIC registered
Deed of Charge	charge number			Release Property
1 Initial NSW/Vic Charge		658400	(a)	All of the property of Xxxxx Xxxxx Middle East Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

2 Initial Other States Charge		658430	(a)	All of the property of Xxxxx Xxxxx Middle East Pty Limited which is mortgaged or charged under the Initial Other States Charge.

3 Initial Territories/ Overseas Charge		658515	(a)	All of the property of Xxxxx Xxxxx Middle East Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

13 Xxxxx Xxxxx Pakistan Pty Limited

ABN 80 000 000 000


	ASIC registered
Deed of Charge	charge number			Release Property
1 BPP Charge		904073	(a)	All of the property of Xxxxx Xxxxx Pakistan Pty Limited which is mortgaged or charged under the BPP Charge.

00 Xxxxx Xxxxx Xxxxx Xxxxxxx Pty Limited

ABN 68 000 000 000


	ASIC registered
Deed of Charge	charge number			Release Property
1 Initial NSW/Vic Charge		658402	(a)	All of the property of Xxxxx Xxxxx South America Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

page 12


2	Initial Other States Charge	658441	(a)	All of the property of Xxxxx Xxxxx South America Pty Limited which is mortgaged or charged under the Initial Other States Charge.

3	Initial Territories/Overseas Charge	658516	(a)	All of the property of Xxxxx Xxxxx South America Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

15		Xxxxx Xxxxx Technology & Development Pty Limited

		ABN 85 003 994 241


		ASIC registered
	Deed of Charge	charge number		Release Property
1	Initial NSW/Vic Charge		658401	(a)	All of the property of Xxxxx Xxxxx Technology and Development Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

2	Initial Other States Charge		658422	(a)	All of the property of Xxxxx Xxxxx Technology and Development Pty Limited which is mortgaged or charged under the Initial Other States Charge.

3	Initial Territories/Overseas Charge		658511	(a)	All of the property of Xxxxx Xxxxx Technology and Development Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

16		Xxxxx Xxxxx Technology Pty Limited

		ABN 60 061 602 506


		ASIC registered
	Deed of Charge	charge number		Release Property
1	Initial NSW/Vic Charge		658406	(a)	All of the property of Xxxxx Xxxxx Technology Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

2	Initial Other States Charge		658436	(a)	All of the property of Xxxxx Xxxxx Technology Pty Limited which is mortgaged or charged under the Initial Other States Charge.

page 13


		ASIC registered
	Deed of Charge	charge number		Release Property
3	Initial Territories/Overseas Charge		658502	(a)	All of the property of Xxxxx Xxxxx Technology Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

17		Indonesian Yeast Company Pty Limited

		ABN 24 061 753 026


		ASIC registered
	Deed of Charge	charge number		Release Property
1	Initial NSW/Vic Charge		658410	(a)	All of the property of Indonesian Yeast Company Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

2	Initial Other States Charge		658433	(a)	All of the property of Indonesian Yeast Company Pty Limited which is mortgaged or charged under the Initial Other States Charge.

3	Initial Territories/Overseas Charge		658509	(a)	All of the property of Indonesian Yeast Company Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

00		Xxxxx Xxxxxxxxxxxx Xxxxxxxxx Pty Limited

		ABN 13 003 994 312


		ASIC registered
	Deed of Charge	charge number		Release Property
1	Initial NSW/Vic Charge		658390	(a)	All of the property of Mauri Fermentation Argentina Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

2	Initial Other States Charge		658431	(a)	All of the property of Mauri Fermentation Argentina Pty Limited which is mortgaged or charged under the Initial Other States Charge.

3	Initial Territories/Overseas Charge		658501	(a)	All of the property of Mauri Fermentation Argentina Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

page 14

00		Xxxxx Xxxxxxxxxxxx Xxxxxx Pty Limited

		ABN 54 060 142 038

ASIC registered

Deed of Charge

charge number

Release Property

Initial NSW/Vic Charge

658391

(a)

All of the property of Mauri Fermentation Brazil Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

Initial Other States
Charge

658448

(a)

All of the property of Mauri Fermentation Brazil Pty Limited which is mortgaged or charged under the Initial Other States Charge.

Initial Territories/Overseas
Charge

658508

(a)

All of the property of Mauri Fermentation Brazil Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

00		Xxxxx Xxxxxxxxxxxx Xxxxx Pty Limited

		ABN 71 061 325 157

ASIC registered

Deed of Charge

charge number

Release Property

Initial NSW/Vic Charge

658411

(a)

All of the property of Mauri Fermentation Chile Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

Initial Other States
Charge

658421

(a)

All of the property of Mauri Fermentation Chile Pty Limited which is mortgaged or charged under the Initial Other States Charge.

Initial Territories/Overseas
Charge

658512

(a)

All of the property of Mauri Fermentation Chile Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

page 15

00		Xxxxx Xxxxxxxxxxxx Xxxxx Pty Limited

		ABN 86 051 675 775

ASIC registered

Deed of Charge

charge number

Release Property

Initial NSW/Vic Charge

658389

(a)

All of the property of Mauri Fermentation China Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

Initial Other States
Charge

658415

(a)

All of the property of Mauri Fermentation China Pty Limited which is mortgaged or charged under the Initial Other States Charge.

Initial Territories/Overseas
Charge

658506

(a)

All of the property of Mauri Fermentation China Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

00		Xxxxx Xxxxxxxxxxxx Xxxxx Pty Limited

		ABN 57 063 797 759

ASIC registered

Deed of Charge

charge number

Release Property

Initial NSW/Vic Charge

658414

(a)

All of the property of Mauri Fermentation India Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

Initial Other States
Charge

658417

(a)

All of the property of Mauri Fermentation India Pty Limited which is mortgaged or charged under the Initial Other States Charge.

Initial Territories/Overseas
Charge

658499

(a)

All of the property of Mauri Fermentation India Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

page 16

00		Xxxxx Xxxxxxxxxxxx Xxxxxxxxx Pty Limited

		ABN 87 000 000 000

ASIC registered

Deed of Charge

charge number

Release Property

Initial NSW/Vic Charge

658397

(a)

All of the property of Mauri Fermentation Indonesia Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

Initial Other States
Charge

658419

(a)

All of the property of Mauri Fermentation Indonesia Pty Limited which is mortgaged or charged under the Initial Other States Charge.

Initial Territories/Overseas
Charge

658504

(a)

All of the property of Mauri Fermentation Indonesia Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

00		Xxxxx Xxxxxxxxxxxx Xxxxxxxx Pty Limited

		ABN 69 051 611 628

ASIC registered

Deed of Charge

charge number

Release Property

Initial NSW/Vic Charge

658394

(a)

All of the property of Mauri Fermentation Malaysia Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

Initial Other States
Charge

658426

(a)

All of the property of Mauri Fermentation Malaysia Pty Limited which is mortgaged or charged under the Initial Other States Charge.

Initial Territories/Overseas
Charge

658532

(a)

All of the property of Mauri Fermentation Malaysia Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

page 17

00		Xxxxx Xxxxxxxxxxxx Xxxxxxxxxxx Pty Limited

		ABN 42 068 581 493

ASIC registered

Deed of Charge

charge number

Release Property

Initial NSW/Vic Charge

658396

(a)

All of the property of Mauri Fermentation Philippines Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

Initial Other States
Charge

658425

(a)

All of the property of Mauri Fermentation Philippines Pty Limited which is mortgaged or charged under the Initial Other States Charge.

Initial Territories/Overseas
Charge

658503

(a)

All of the property of Mauri Fermentation Philippines Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

00		Xxxxx Xxxxxxxxxxxx Xxxxxxx Pty Limited

		ABN 75 066 107 426

ASIC registered

Deed of Charge

charge number

Release Property

Initial NSW/Vic Charge

658405

(a)

All of the property of Mauri Fermentation Vietnam Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

Initial Other States
Charge

658434

(a)

All of the property of Mauri Fermentation Vietnam Pty Limited which is mortgaged or charged under the Initial Other States Charge.

Initial Territories/Overseas
Charge

658513

(a)

All of the property of Mauri Fermentation Vietnam Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

page 18

27		Mauri Yeast Australia Pty Limited

		ABN 68 003 853 656

ASIC registered

Deed of Charge

charge number

Release Property

Initial NSW/Vic Charge

658413

(a)

All of the property of Mauri Yeast Australia Pty Limited which is mortgaged or charged under the Initial NSW/Vic Charge.

Initial Other States
Charge

658423

(a)

All of the property of Mauri Yeast Australia Pty Limited which is mortgaged or charged under the Initial Other States Charge.

Initial Territories/Overseas
Charge

658507

(a)

All of the property of Mauri Yeast Australia Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

Part 3 — Defined terms

In this schedule:

BPP Charge means the Deed of Charge dated 30 October 2002 between Xxxxx Xxxxx Pakistan Pty Limited (ABN 80 000 000 000) and the Security Trustee;

Initial GF NSW/Vic Land # 2 Charge means the Deed of Charge (NSW/Vic — land # 2) dated 10 September 2003 executed by the companies listed in schedule 1 thereto and the Security Trustee;

Initial GF NSW/Vic Non Land Charge means the Deed of Charge (NSW/Vic — no land) dated 23 June 2003 executed by the companies listed in schedule 1 thereto and the Security Trustee;

Initial GF NT/OS Charge means the Deed of Charge (NT/outside Australia) dated 10 September 2003 as amended and restated on 8 October 2003 executed by the companies listed in schedule 1 thereto and the Security Trustee;

Initial NSW/Vic Charge means the Deed of Charge (NSW/Vic) dated 28 July 1998 executed by the companies listed in schedule 1 thereto and the Security Trustee;

Initial Other States Charge means the Deed of Charge (Queensland, South Australia, Western Australia and Tasmania) dated 28 July 1998 executed by the companies listed in schedule 1 thereto and the Security Trustee as amended by the Amending Deed dated 10 September 2003 executed by the companies listed in schedule 1 thereto and the Security Trustee; and

Initial Territories/Overseas Charge means the Deed of Charge (ACT/NT and outside Australia) dated 28 July 1998 executed by the companies listed in schedule 1 thereto and the Security Trustee.

page 19

Schedule 3 – Trademarks

Part 1 - Xxxxx Xxxxx Food Holdings Pty Limited

ABN 43 000 000 000


Registered no.	Country	Description of trade xxxx	Class
67633	Xxxxxxxxx	Xxxxx		0
00000	Xxxxxxxxx	Volmoyst		30

Part 2 – Quality Bakers Australia Pty Limited

ABN 45 004 205 449


Registered no.	Country	Description of trade xxxx	Class
495947	Australia	Serrol Tree and Device		1
495948	Australia	Serrol Tree and Device		30
437551	Canada	Serrol Tree and Device		1
000000	Xxxxxx	Xxxxxx Xxxxxxxxxxx		0
000000	Xxxxx	Serrol Ingredients		1
750055	China	Serrol Tree and Device		1
000000	Xxxxxxxxx	Serrol Tree and Device		1
000000	Xxxxxxxxx	Xxxxxx Xxxxxxxxxxx		0
000000	Xxxxx Xxxxx	Xxxxxx Xxxx xxx Xxxxxx		00
000000	Xxxxx Xxxxx	Serrol Ingredients		10
187647	New Zealand	Serrol Tree and Device		1
187648	New Zealand	Serrol Tree and Device		30
187645	New Zealand	Xxxxxx Xxxxxxxxxxx		0
000000	Xxx Xxxxxxx	Serrol Ingredients		30
656503	Xxxxxx	Xxxxxx Xxxx xxx Xxxxxx		0
000000	Xxxxxx	Serrol Ingredients		1
KOR22468	Thailand	Serrol Tree and Device		1
XXX00000	Xxxxxxxx	Xxxxxx Xxxxxxxxxxx		0
0000000	XXX	Serrol Tree and Device		1
15724	Vietnam	Serrol Tree and Device		1
00000	Xxxxxxx	Serrol Ingredients		1

page 20

Schedule 4 – Foreign releases


Document		Party
Brazil

Termination of the Undertaking of Mutual Obligations Agreement and other Covenants		Xxxxx Xxxxx Brasil Indústria e Comércio de Alimentos Ltda X.X. Xxxxxx Australia Limited Mauri Fermentation Brazil Pty Limited

Colombia

Termination of Undertaking of Mutual Obligations Agreement and other Covenants		Xxxxx Xxxxx Colombia S.A. Xxxxx Xxxxx Food Overseas Holdings Limited Xxxxx Xxxxx South America Pty Ltd X.X. Xxxxxx Australia Limited

Termination of Open Pledge Agreement		Xxxxx Xxxxx Colombia S.A. Xxxxx Xxxxx Food Overseas Holdings Limited Xxxxx Xxxxx South America Pty Ltd German Xxxxxxxx Xxxxx X.X. Xxxxxx Australia Limited Xxxx Xxxx Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxxx

Letter to cancel the Open Pledge Agreement over the shares of Xxxxx Xxxxx Colombia S.A.		Xxxxx Xxxxx Colombia S.A. J.P. Xxxxxx Australia Limited

Germany

Deed of Release relating to the Security Agreement dated 17 June 1999 as		Xxxxx Xxxxx Deutschland Grundbesitz GmbH

page 21


Document		Party
amended by Amendment Agreement dated 29 May 2003		Deutsche Hefewerke GmbH X.X. Xxxxxx Australia Limited

Deed of Release relating to the Partners’ Interest Pledge Agreement dated 17 June 1999 as amended on 29 May 2003		Xxxxx Xxxxx Deutschland Export Nahrungsmittel-Vertriebsgesellschaft mbH Xxxxx Xxxxx Deutschland GmbH Deutsche Hefewerke GmbH X.X. Xxxxxx Australia Limited

Deed of Release relating to the Share Pledge Agreement dated 17 June 1999 as amended on 12 May 2003		Xxxxx Xxxxx Deutschland GmbH X.X. Xxxxxx Australia Limited

Netherlands

Agreement and Deed of Release of Right of Pledge of Intercompany Receivables (loan owing by Xxxxx Xxxxx Netherlands European Holdings B.V.)		Xxxxx Xxxxx Netherlands European Holdings B.V. Xxxxx Xxxxx Treasury (Australia) Limited X.X. Xxxxxx Australia Limited

Agreement and Deed of Release of Right of Pledge of Intercompany Receivables (loan owing by Deutsche Hefewerke GmbH and Co OHG)		Xxxxx Xxxxx Treasury Europe B.V. J.P. Xxxxxx Australia Limited

Agreement and Deed of Release of Right of Pledge of Intercompany Receivables (loan owing by Xxxxx Xxxxx (UK) PLC)		Xxxxx Xxxxx Treasury (Europe) B.V. Xxxxx Xxxxx (UK) PLC X.X. Xxxxxx Australia Limited

page 22


Document		Party
New Zealand

Deed of Release relating to the General Security Deed dated 13 March 2003 granted by Xxxxx Xxxxx (New Zealand) Limited in respect of its interest in New Zealand Food Industries Limited		Xxxxx Xxxxx (New Zealand) Limited X.X. Xxxxxx Australia Limited

Deed of Release relating to the General Security Deed dated 13 March 2003 granted by New Zealand Food Industries Limited		New Zealand Food Industries Limited X.X. Xxxxxx Australia Limited

Spain

Deed of Cancellation of Guarantees		Xxxxx Xxxxx Food, S.A. Xxxxx Xxxxx Netherlands European Holdings B.V. J.P. Xxxxxx Australia Limited

United Kingdom

Deed of Release relating to security over certain properties and assets		Xxxxx Xxxxx (U.K.) plc X.X. Xxxxxx Australia Limited

page 23


Executed as a deed poll:
Signed sealed and delivered for
X.X. Xxxxxx Australia Limited
by its attorney
in the presence of:


Witness		Attorney


Name (please print)		Name (please print)

Signed sealed and delivered for
JPMorgan Chase Bank
by its attorney
in the presence of:


Witness		Attorney


Name (please print)		Name (please print)

page 1

ASIC registered

Deed of Charge

charge number

Release Property

1 Initial GF NT/OS Charge

All the right, title and interest of Xxxxxxx Xxxxxxx Consumer Foods Pty Limited in the issued shares in Xxxxxxx Xxxxxxx (Shanghai) Co Limited.