Exhibit 10.32
[BLAKE DAWSON WALDRON LAWYERS LETTERHEAD]
GUARANTOR ACCESSION
DEED
Each company described in schedule 1
[LETTERHEAD]
GUARANTOR ACCESSION DEED
DATE 17 October 2002
PARTIES
EACH COMPANY DESCRIBED IN SCHEDULE 1 (each a "NEW GUARANTOR")
RECITALS
A. Under a guarantee and indemnity entitled "Deed of Guarantee and Indemnity"
dated 28 July 1998 from the companies described in item 1 of schedule 1 to
that guarantee and indemnity in favour of J.P. Morgan Australia Limited
(formerly Chase Securities Australia Limited) and the Debenture Stockholders
(the "GUARANTEE AND INDEMNITY") a person may become a Guarantor by execution
of a deed in the form of this document.
B. Each New Guarantor wants to become a Guarantor under the Guarantee and
Indemnity.
OPERATIVE PROVISIONS
1. INTERPRETATION
(a) Terms and expressions defined in the Guarantee and Indemnity have the
same meaning as in this document.
(b) The following words have these meanings in this document, unless the
contrary intention appears:
"EXISTING GUARANTOR" means each Guarantor which is a signatory (or has
otherwise become a party) to the Guarantee and Indemnity and has not
been released from that document.
2. RIGHTS AND OBLIGATIONS OF GUARANTOR
For valuable consideration including, among other things, the payment by the
Trustee to the New Guarantors of $10.00 (receipt of which is acknowledged),
each New Guarantor jointly and severally with each Existing Guarantor
irrevocably and unconditionally agrees to be bound by the terms and
conditions of the Guarantee and Indemnity.
3. STATUS OF GUARANTOR
Each New Guarantor irrevocably acknowledges and confirms that it becomes a
"GUARANTOR" as defined in, and for all purposes under, the Guarantee and
Indemnity as if named in and as a party to the Guarantee and Indemnity from
the date of this document, and accordingly is bound by the Guarantee and
Indemnity as a Guarantor on and from that date.
4. GOVERNING LAW
This document is governed by the laws of the Australian Capital Territory.
5. BENEFIT OF DEED POLL
This document is given in favour and for the benefit of the Trustee and
Debenture Stockholders, each Existing Guarantor, and persons claiming
through the Trustee, Debenture Stockholder or an Existing Guarantor and
their respective successors and permitted assigns.
2.
EXECUTED as a deed poll.
SIGNED, SEALED and DELIVERED for
BURNS PHILP AUSTRALIA PTY
LIMITED under power of attorney in the
presence of: /s/ Helen Golding
-----------------------------------
Signature of attorney
/s/ Elizabeth Vuong HELEN GOLDING
- ----------------------------------- -----------------------------------
Signature of witness Name
ELIZABETH VUONG 27 SEPTEMBER 2002
- ----------------------------------- -----------------------------------
Name Date of power of attorney
SIGNED, SEALED and DELIVERED for
BPC1 PTY LIMITED
under power of attorney in the
presence of: /s/ Helen Golding
-----------------------------------
Signature of attorney
/s/ Elizabeth Vuong HELEN GOLDING
- ----------------------------------- -----------------------------------
Signature of witness Name
ELIZABETH VUONG 27 SEPTEMBER 2002
- ----------------------------------- -----------------------------------
Name Date of power of attorney
SIGNED, SEALED and DELIVERED for
BURNS PHILP FOOD OVERSEAS
INVESTMENTS PTY LIMITED under
power of attorney in the presence of: /s/ Helen Golding
-----------------------------------
Signature of attorney
/s/ Elizabeth Vuong HELEN GOLDING
- ----------------------------------- -----------------------------------
Signature of witness Name
ELIZABETH VUONG 27 SEPTEMBER 2002
- ----------------------------------- -----------------------------------
Name Date of power of attorney