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...

Exhibit 10.28

Amendment and Release Agreement

▇▇▇▇▇, ▇▇▇▇▇ & 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 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇ Facsimile ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ DX ▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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.			▇▇▇▇▇, ▇▇▇▇▇ & Company Limited
						ABN 65 000 000 359
						of ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
						(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
						▇/▇ ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇
						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 ▇▇▇▇▇ ▇▇▇▇▇ Deutschland GmbH (Reg No. HRB 65911);
		BPF means ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ Deutschland GmbH or ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ Deutschland GmbH or ▇▇▇▇▇ ▇▇▇▇▇ 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
▇▇▇▇▇ ▇▇▇▇▇ Treasury (Australia)		▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇		▇▇ ▇▇▇▇ ▇▇▇▇▇▇
ACN 003 731 986		▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ Inc.		c/- The Corporation Trust Company		USA
(Fed ID #22-272392)		County of New Castle
		▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
		▇▇▇▇▇▇ ▇▇▇▇▇▇ OF AMERICA
▇▇▇▇▇ ▇▇▇▇▇ (New Zealand)		▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇		▇▇▇ ▇▇▇▇▇▇▇
Limited		Auckland
(AK 112484)		NEW ZEALAND
▇▇▇▇▇ ▇▇▇▇▇ Food Limited		▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇		▇▇▇▇▇▇
		▇▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇
BPC1 Pty Limited		▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇
ACN 101 665 918		▇▇ ▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ Deutschland GmbH		Wandsbeker		Germany
(Reg No. HRB 65911)		▇▇▇▇▇▇▇▇▇▇▇ ▇▇
		▇▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇

page 5

Executed as an agreement:
Parent
Signed for
▇▇▇▇▇, ▇▇▇▇▇ & Company Limited
by its attorney in
the presence of:
Witness		Attorney
Name (please print)		Name (please print)
Initial Borrowers
Signed for
▇▇▇▇▇ ▇▇▇▇▇ Treasury (Australia) Limited
by its attorney in
the presence of:
Witness		Attorney
Name (please print)		Name (please print)
Signed for
▇▇▇▇▇ ▇▇▇▇▇ Inc.
by its attorney in
the presence of:
Witness		Attorney
Name (please print)		Name (please print)

page 6

Signed for
▇▇▇▇▇ ▇▇▇▇▇ (New Zealand) Limited
by its attorney in
the presence of:
Witness		Attorney
Name (please print)		Name (please print)
Signed for
▇▇▇▇▇ ▇▇▇▇▇ 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
▇▇▇▇▇ ▇▇▇▇▇ 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)

▇.▇. ▇▇▇▇▇▇ Australia Limited
ABN 52 002 888 011

and

Each party listed in schedule ▇

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇ Facsimile ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ DX ▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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		▇.▇. ▇▇▇▇▇▇ Australia Limited
		ABN 52 002 888 011 of ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ as trustee of each Security Trust (Security Trustee)
2		JPMorgan Chase Bank of ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇, ▇▇▇▇▇ & 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 ▇.▇. ▇▇▇▇▇▇ 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 ▇▇▇▇▇, ▇▇▇▇▇ & Company Limited		65 000 000 359
2 ▇▇▇▇▇ ▇▇▇▇▇ Food Holdings Pty Limited		43 ▇▇▇ ▇▇▇ ▇▇▇
3 ▇▇▇▇▇ ▇▇▇▇▇ Overseas Holdings Limited		83 004 474 551
4 ▇▇▇▇▇ ▇▇▇▇▇ Treasury (Australia) Limited		29 003 731 986
5 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ De Levaduras S.A.I.C.		N/A
10 Sudamericana de Levaduras S.A. de Inversiones		N/A
Australia
11 ▇▇▇▇▇ ▇▇▇▇▇ Camellia Pty Limited		20 003 925 040
12 ▇▇▇▇▇ ▇▇▇▇▇ Food Overseas Holdings Limited		36 ▇▇▇ ▇▇▇ ▇▇▇
13 ▇▇▇▇▇ ▇▇▇▇▇ Food Properties Pty Limited		50 008 443 856
14 ▇▇▇▇▇ ▇▇▇▇▇ Middle East Pty Limited		19 077 288 021
15 ▇▇▇▇▇ ▇▇▇▇▇ Pakistan Pty Limited		80 ▇▇▇ ▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Pty Limited		68 ▇▇▇ ▇▇▇ ▇▇▇
17 ▇▇▇▇▇ ▇▇▇▇▇ Technology & Development Pty Limited		85 003 994 241
18 ▇▇▇▇▇ ▇▇▇▇▇ Technology Pty Limited		60 061 602 506
19 Indonesian Yeast Company Pty Limited		24 061 753 026
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pty Limited		13 003 994 312
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Pty Limited		54 060 142 038
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Pty Limited		71 061 325 157
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Pty Limited		86 051 675 775
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Pty Limited		57 063 797 759
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pty Limited		87 ▇▇▇ ▇▇▇ ▇▇▇

page 5

▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Pty Limited		69 051 611 628
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Pty Limited		42 068 581 493
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ Brasil Indústria e Comércio de Alimentos Ltda.		N/A
Canada
32 ▇▇▇▇▇ ▇▇▇▇▇ Food Limited		N/A
Colombia
33 ▇▇▇▇▇ ▇▇▇▇▇ Colombia S.A.		▇/▇
▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ S.A.		N/A
Germany
35 ▇▇▇▇▇ ▇▇▇▇▇ Deutschland GMBH		N/A
36 ▇▇▇▇▇ ▇▇▇▇▇ Deutschland Export Nahrungsmittel-Vertriebsgesellschaft MbH		N/A
37 ▇▇▇▇▇ ▇▇▇▇▇ Deutschland Grundbesitz GMBH		N/A
38 Deutsche Hefewerke GMBH		N/A
Guatemala
39 ▇▇▇▇▇ ▇▇▇▇▇ Guatemala S.A.		▇/▇
▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ European Holdings ▇.▇.		▇/▇
▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Food Industries Limited		N/A
▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Peru S.A.C.		N/A
Spain
43 ▇▇▇▇▇ ▇▇▇▇▇ Food SA		N/A
U.K.
44 ▇▇▇▇▇ ▇▇▇▇▇ (U.K.) Plc		N/A
U.S.A.
45 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇, ▇▇▇▇▇ & 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 ▇▇▇▇▇, ▇▇▇▇▇ & Company Limited in the issued shares in ▇▇▇▇▇ ▇▇▇▇▇ Technology Pty Limited (ABN 60 061 602 506).

2 ▇▇▇▇▇ ▇▇▇▇▇ Food Holdings Pty Limited

     ABN 43 ▇▇▇ ▇▇▇ ▇▇▇

		ASIC registered
Deed of Charge		charge number						Release Property
1 Initial NSW/Vic Charge			658398			(a)		All the right, title and interest of ▇▇▇▇▇ ▇▇▇▇▇ Food Holdings Pty Limited in the issued shares in ▇▇▇▇▇ ▇▇▇▇▇ Camellia Pty Limited (ABN 20 003 925 040).
						(b)		All the right, title and interest of ▇▇▇▇▇ ▇▇▇▇▇ Food Holdings Pty Limited in the issued shares in ▇▇▇▇▇ ▇▇▇▇▇ Technology & Development Pty Limited (ABN 85 003 994 241).
						(c)		All the right, title and interest of ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ Food Holdings Pty Limited in the trademarks listed in Part 1 of Schedule 3.

page 8

3 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ Overseas Holdings Pty Limited in the issued shares in ▇▇▇▇▇ ▇▇▇▇▇ Food Overseas Holdings Limited (ABN 36 ▇▇▇ ▇▇▇ ▇▇▇).

4 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ Treasury (Australia) Limited in any amount owing by Serrol Ingredients Pty Limited.

5 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Consumer Foods Pty Limited

     ABN 35 000 024 546

		ASIC registered
Deed of Charge		charge number				Release Property
1 Initial GF NT/OS Charge		987682 993664		(a)		All the right, title and interest of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Consumer Foods Pty Limited in the issued shares in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Shanghai) Co Limited.

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 ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ comprised in Folio Identifier 4/739967.

8 Quality Bakers Australia Pty Limited

     ABN 45 004 205 449

		ASIC registered
Deed of Charge		charge number				Release Property
1 Initial GF NSW/Vic on Land Charge		965541 984655		(a)		All the right, title and interest of Quality Bakers Australia Pty Limited in the issued shares in Serrol Ingredients Pty Limited (ABN 85 000 241 403). (b) All the right, title and interest of Quality Bakers Australia Pty Limited in any amount owing by Serrol Ingredients Pty Limited.
2 Initial GF NT/OS Charge		987703 993787		(a)		All the right, title and interest of Quality Bakers Australia Pty Limited in the trademarks listed in Part 2 of Schedule 3.

Part 2 – Sale Companies Deeds of Charge and Release Property

9 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ Camellia Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

10 ▇▇▇▇▇ ▇▇▇▇▇ Food Overseas Holdings Limited

     ABN 36 ▇▇▇ ▇▇▇ ▇▇▇

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

11 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ Food Properties Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

12 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ Middle East Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

13 ▇▇▇▇▇ ▇▇▇▇▇ Pakistan Pty Limited

     ABN 80 ▇▇▇ ▇▇▇ ▇▇▇

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

▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Pty Limited

     ABN 68 ▇▇▇ ▇▇▇ ▇▇▇

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

15		▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ Technology and Development Pty Limited which is mortgaged or charged under the Initial Territories/Overseas Charge.

16		▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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.

▇▇		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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

▇▇		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Pty Limited
		ABN 54 060 142 038

ASIC registered

Deed of Charge

charge number

Release Property

1

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.

2

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.

3

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.

▇▇		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Pty Limited
		ABN 71 061 325 157

ASIC registered

Deed of Charge

charge number

Release Property

1

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.

2

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.

3

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

▇▇		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Pty Limited
		ABN 86 051 675 775

ASIC registered

Deed of Charge

charge number

Release Property

1

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.

2

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.

3

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.

▇▇		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Pty Limited
		ABN 57 063 797 759

ASIC registered

Deed of Charge

charge number

Release Property

1

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.

2

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.

3

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

▇▇		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pty Limited
		ABN 87 ▇▇▇ ▇▇▇ ▇▇▇

ASIC registered

Deed of Charge

charge number

Release Property

1

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.

2

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.

3

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.

▇▇		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Pty Limited
		ABN 69 051 611 628

ASIC registered

Deed of Charge

charge number

Release Property

1

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.

2

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.

3

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

▇▇		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Pty Limited
		ABN 42 068 581 493

ASIC registered

Deed of Charge

charge number

Release Property

1

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.

2

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.

3

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.

▇▇		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Pty Limited
		ABN 75 066 107 426

ASIC registered

Deed of Charge

charge number

Release Property

1

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.

2

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.

3

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

1

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.

2

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.

3

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 ▇▇▇▇▇ ▇▇▇▇▇ Pakistan Pty Limited (ABN 80 ▇▇▇ ▇▇▇ ▇▇▇) 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 - ▇▇▇▇▇ ▇▇▇▇▇ Food Holdings Pty Limited

     ABN 43 ▇▇▇ ▇▇▇ ▇▇▇

Registered no.		Country		Description of trade ▇▇▇▇		Class
67633		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇			▇
▇▇▇▇▇		▇▇▇▇▇▇▇▇▇		Volmoyst			30

Part 2 – Quality Bakers Australia Pty Limited

     ABN 45 004 205 449

Registered no.		Country		Description of trade ▇▇▇▇		Class
495947		Australia		Serrol Tree and Device			1
495948		Australia		Serrol Tree and Device			30
437551		Canada		Serrol Tree and Device			1
▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇			▇
▇▇▇▇▇▇		▇▇▇▇▇		Serrol Ingredients			1
750055		China		Serrol Tree and Device			1
▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇		Serrol Tree and Device			1
▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇			▇
▇▇▇▇▇▇		▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇			▇▇
▇▇▇▇▇▇		▇▇▇▇▇ ▇▇▇▇▇		Serrol Ingredients			10
187647		New Zealand		Serrol Tree and Device			1
187648		New Zealand		Serrol Tree and Device			30
187645		New Zealand		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇			▇
▇▇▇▇▇▇		▇▇▇ ▇▇▇▇▇▇▇		Serrol Ingredients			30
656503		▇▇▇▇▇▇		▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇			▇
▇▇▇▇▇▇		▇▇▇▇▇▇		Serrol Ingredients			1
KOR22468		Thailand		Serrol Tree and Device			1
▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇			▇
▇▇▇▇▇▇▇		▇▇▇		Serrol Tree and Device			1
15724		Vietnam		Serrol Tree and Device			1
▇▇▇▇▇		▇▇▇▇▇▇▇		Serrol Ingredients			1

page 20

Schedule 4 – Foreign releases

Document		Party
Brazil
Termination of the Undertaking of Mutual Obligations Agreement and other Covenants		▇▇▇▇▇ ▇▇▇▇▇ Brasil Indústria e Comércio de Alimentos Ltda ▇.▇. ▇▇▇▇▇▇ Australia Limited Mauri Fermentation Brazil Pty Limited
Colombia
Termination of Undertaking of Mutual Obligations Agreement and other Covenants		▇▇▇▇▇ ▇▇▇▇▇ Colombia S.A. ▇▇▇▇▇ ▇▇▇▇▇ Food Overseas Holdings Limited ▇▇▇▇▇ ▇▇▇▇▇ South America Pty Ltd ▇.▇. ▇▇▇▇▇▇ Australia Limited
Termination of Open Pledge Agreement		▇▇▇▇▇ ▇▇▇▇▇ Colombia S.A. ▇▇▇▇▇ ▇▇▇▇▇ Food Overseas Holdings Limited ▇▇▇▇▇ ▇▇▇▇▇ South America Pty Ltd German ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Australia Limited ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Letter to cancel the Open Pledge Agreement over the shares of ▇▇▇▇▇ ▇▇▇▇▇ Colombia S.A.		▇▇▇▇▇ ▇▇▇▇▇ Colombia S.A. J.P. ▇▇▇▇▇▇ Australia Limited
Germany
Deed of Release relating to the Security Agreement dated 17 June 1999 as		▇▇▇▇▇ ▇▇▇▇▇ Deutschland Grundbesitz GmbH

page 21

Document		Party
amended by Amendment Agreement dated 29 May 2003		Deutsche Hefewerke GmbH ▇.▇. ▇▇▇▇▇▇ Australia Limited
Deed of Release relating to the Partners’ Interest Pledge Agreement dated 17 June 1999 as amended on 29 May 2003		▇▇▇▇▇ ▇▇▇▇▇ Deutschland Export Nahrungsmittel-Vertriebsgesellschaft mbH ▇▇▇▇▇ ▇▇▇▇▇ Deutschland GmbH Deutsche Hefewerke GmbH ▇.▇. ▇▇▇▇▇▇ Australia Limited
Deed of Release relating to the Share Pledge Agreement dated 17 June 1999 as amended on 12 May 2003		▇▇▇▇▇ ▇▇▇▇▇ Deutschland GmbH ▇.▇. ▇▇▇▇▇▇ Australia Limited
Netherlands
Agreement and Deed of Release of Right of Pledge of Intercompany Receivables (loan owing by ▇▇▇▇▇ ▇▇▇▇▇ Netherlands European Holdings B.V.)		▇▇▇▇▇ ▇▇▇▇▇ Netherlands European Holdings B.V. ▇▇▇▇▇ ▇▇▇▇▇ Treasury (Australia) Limited ▇.▇. ▇▇▇▇▇▇ Australia Limited
Agreement and Deed of Release of Right of Pledge of Intercompany Receivables (loan owing by Deutsche Hefewerke GmbH and Co OHG)		▇▇▇▇▇ ▇▇▇▇▇ Treasury Europe B.V. J.P. ▇▇▇▇▇▇ Australia Limited
Agreement and Deed of Release of Right of Pledge of Intercompany Receivables (loan owing by ▇▇▇▇▇ ▇▇▇▇▇ (UK) PLC)		▇▇▇▇▇ ▇▇▇▇▇ Treasury (Europe) B.V. ▇▇▇▇▇ ▇▇▇▇▇ (UK) PLC ▇.▇. ▇▇▇▇▇▇ Australia Limited

page 22

Document		Party
New Zealand
Deed of Release relating to the General Security Deed dated 13 March 2003 granted by ▇▇▇▇▇ ▇▇▇▇▇ (New Zealand) Limited in respect of its interest in New Zealand Food Industries Limited		▇▇▇▇▇ ▇▇▇▇▇ (New Zealand) Limited ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ Australia Limited
Spain
Deed of Cancellation of Guarantees		▇▇▇▇▇ ▇▇▇▇▇ Food, S.A. ▇▇▇▇▇ ▇▇▇▇▇ Netherlands European Holdings B.V. J.P. ▇▇▇▇▇▇ Australia Limited
United Kingdom
Deed of Release relating to security over certain properties and assets		▇▇▇▇▇ ▇▇▇▇▇ (U.K.) plc ▇.▇. ▇▇▇▇▇▇ Australia Limited

page 23

Executed as a deed poll:
Signed sealed and delivered for
▇.▇. ▇▇▇▇▇▇ 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)

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