Exhibit 10.34
GUARANTOR ACCESSION DEED
BPCUS1 Inc
FREEHILLS
MLC Centre Martin Place Sydney New South Wales 2000
Australia
Telephone 61 2 826 6000 Facsimile 8 1 2 8322 4000
www.freehills.com DX 381 Sydney
SYDNEY MELBOURNE PERTH CANBERRA BAISBANE HANOI HO
CHI MINH CITY SINGAPORE
Correspondent ??? JAKARTA KUALA LUMPUR
Liability limited by the Solicitors' Limitation of
Liability Scheme, approved under the Professional
Standards Act 1984 (NSW)
THIS DEED POLL
is made on 7 February 2003 by:
BPCUS1 Inc
of 240 Larkin Williams Industrial Court, Fenton, Missouri 63026, USA
(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 (A.C.N. 002 888 011) (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 deed poll.
B. The New Guarantor wants to become a Guarantor under the Guarantee and
Indemnity.
THIS DEED POLL WITNESSES as follows:
_______________________________________________________________________________
1 INTERPRETATION
(a) Terms and expressions defined in the Guarantee and Indemnity have the
same meaning as in this deed poll.
(b) The following words have these meanings in this deed poll, 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 Guarantor of $10.00 (receipt of which is
acknowledged), the 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
The 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 deed, and accordingly is bound by the Guarantee and
Indemnity as a Guarantor on and from that date.
Guarantor Accession Deed
- --------------------------------------------------------------------------------
4 GOVERNING LAW
This deed poll is governed by the laws of the Australian Capital
Territory.
5 BENEFIT OF DEED POLL
This deed poll is given in favour of 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.
EXECUTED as a deed poll.
SIGNED SEALED AND DELIVERED BY
BPCUS1 Inc by:
/s/ Helen Golding
- --------------------------------------
Name: Helen Golding
Title: Secretary
in the presence of:
/s/ S.M. Briggs
- --------------------------------------
Signature of witness
S.M. BRIGGS
- --------------------------------------
Name (Print name)
1301, AVE. OF AMERICAS, NEW YORK 10019
- --------------------------------------
Address of witness
ATTORNEY
- --------------------------------------
Occupation of witness
GUARANTOR ACCESSION DEED
BURNS PHILP CAPITAL (U.S.) INC
Freehills
MLC Centre Martin Place Sydney New South Wales 2000 Australia
Telephone 61 2 8225 5000 Facsimile 61 2 8322 4000
www.freehills.com DX 361 Sydney
SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY
SINGAPORE Correspondence Offices JAKARTA KUALA LUMPUR
Liability limited by the Solicitors' Limitation of Liability Scheme,
approved under the Professional Standards Act 1994 (NSW)
- --------------------------------------------------------------------------------
THIS DEED POLL
is made on 7 February 2003 by:
BURNS PHILP CAPITAL (U.S.) INC
of 240 Larkin Williams Industrial Court, Fenton, Missouri
63026, USA (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 (A.C.N. 002 888 011) (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 deed poll.
B. The New Guarantor wants to become a Guarantor under the Guarantor
under the Guarantee and Indemnity.
THIS DEED POLL WITNESSES as follows:
- --------------------------------------------------------------------------------
1. INTERPRETATION
(a) Terms and expressions defined in the Guarantee and Indemnity
have the same meaning as in this deed poll.
(b) The following words have these meanings in this deed poll,
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 Guarantor of $10.00 (receipt of which is
acknowledged), the 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
The 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 deed, and accordingly
is bound by the Guarantee and Indemnity as a Guarantor on and from
that date.
Guarantor Accession Deed
- --------------------------------------------------------------------------------
4 GOVERNING LAW
This deed poll is governed by the laws of the Australian Capital Territory.
- --------------------------------------------------------------------------------
5 BENEFIT OF DEED POLL
This deed poll is given in favour of 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.
EXECUTED as a deed poll.
SIGNED SEALED AND DELIVERED by
BURNS PHILP CAPITAL (U.S.) INC by:
/s/ Helen Golding
- ------------------------------
Name: Helen Golding
Title: Official
in the presence of:
/s/ Simon Briggs
- ------------------------------
Signature of witness
SIMON BRIGGS
- ------------------------------
Name (Print name)
1301 AVE OF AMERICAS, NEW YORK, NY 10019
- ------------------------------------------
Address of witness
ATTORNEY
- ------------------------------
Occupation of witness
GUARANTOR ACCESSION DEED
BURNS PHILP FINANCE NEW ZEALAND LIMITED
[FREEHILLS LOGO]
MLC Centre Martin Place
Sydney New South Wales 2000 Australia
Telephone 61 2 9225 5000
Facsimile 61 2 9322 4000
www.freehills.com DX 381 Sydney
SYDNEY MELBOURNE PERTH CANBERRA BRISBANE
HANOI HO CHI MINH CITY SINGAPORE
Correspondent Office JAKARTA KUALA LUMPUR
Liability limited by the Solicitors'
Limitation of Liability Scheme, approved
under the Professional Standards Act 1994
(NSW)
Reference PMLTN:38G
THIS DEED POLL
is made on 7 February 2003 by:
BURNS PHILP FINANCE NEW ZEALAND LIMITED
AK/1262084
of C/-Bell Gully, Level 22, Royal & SunAlliance Centre, 48 Shortland
Street, Auckland
(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 (A.C.N. 002 888 011) (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 deed poll.
B. The New Guarantor wants to become a Guarantor under the Guarantee and
Indemnity.
THIS DEED POLL WITNESSES as follows:
- --------------------------------------------------------------------------------
1 INTERPRETATION
(a) Terms and expressions defined in the Guarantee and Indemnity have
the same meaning as in this deed poll.
(b) The following words have these meanings in this deed poll, 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 Guarantor of $10.00 (receipt of which is
acknowledged), the 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
The 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
- --------------------------------------------------------------------------------
Page 1
deed, and accordingly is bound by the Guarantee and Indemnity as a
Guarantor on and from that date.
- --------------------------------------------------------------------------------
4 GOVERNING LAW
This deed poll is governed by the laws of the Australian Capital
Territory.
- --------------------------------------------------------------------------------
5. BENEFIT OF DEED POLL
This deed poll is given in favour of 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.
EXECUTED as a deed poll.
SIGNED SEALED AND DELIVERED for
BURNS PHILP FINANCE NEW ZEALAND LIMITED
by its attorney in the
presence of:
/s/ Elizabeth Vuong /s/ Helen Golding
- ----------------------------------- ------------------------------------
Witness Attorney
Elizabeth Vuong Helen Golding
- ----------------------------------- ------------------------------------
Name (please print) Name (please print)
- --------------------------------------------------------------------------------
Freehille Sydney004323532 Printed 7 February 2003 (10:38) page 2