Exhibit 24.2
SECRETARY'S CERTIFICATE
The undersigned hereby certifies in connection with the filing by
Burns, Philp & Company Limited (ACN 000 000 359) (the "Company") and certain of
its subsidiaries, including Burns Philp Capital Pty Limited (ACN 100 768 803)
and Burns Philp Capital (U.S.) Inc. of a registration statement on Form F-4, for
registration of U.S.$210 million aggregate principal amount of 10 3/4% Senior
Subordinated Notes due 2011, that she is the duly elected Secretary of the
Company and that, as such, is duly authorized to, and does hereby, certify that
attached hereto as Exhibit A are true and correct extracts of the resolution or
resolutions, as the case may be, duly adopted by the Board of Directors of the
Companies listed, on the dates set forth in, that Exhibit A, relating to certain
powers of attorney filed with the Registration Statement, and further that said
resolutions have not been modified or rescinded and are at the date of this
Certificate in full force and effect.
Where the relevant extract is written in a language other than
English, an English summary of that extract has also been provided in Exhibit B
in accordance with the rules and regulations of the United States Securities and
Exchange Commission, which summary is included herewith for convenience and is
not subject to the above certification.
IN WITNESS WHEREOF, the undersigned has executed this certificate on
behalf of the Company as of the 14th day of July 2003.
By: /s/ Helen D. Golding
--------------------------------
Name: Helen D. Golding
Title: Company Secretary &
Group Legal Counsel
EXHIBIT A
BURNS, PHILP & COMPANY LIMITED
Power of Attorney
BURNS, PHILP & COMPANY LIMITED
Additional Senior Subordinated Notes
Power of Attorney
TABLE OF CONTENTS
1. Appointment ............................................................ 1
2. Power and Authority .................................................... 1
3. Delegation ............................................................. 1
4. Ratification ........................................................... 1
5. Conflict of Interest ................................................... 2
6. Indemnity .............................................................. 2
7. Revocability ........................................................... 2
8. Attorney's Personal Liability .......................................... 2
9. Registration ........................................................... 2
10. Governing Law .......................................................... 3
Schedule ............................................................... 4
i
Power of Attorney
DATE 5 February 2003
PARTIES
1. BURNS, PHILP & COMPANY LIMITED (AJBN 65 000 000 359), incorporated
in New South Wales, of Level 23,56 Pitt Street, Sydney, New South
Wales (the Principal)
IT IS DECLARED as follows.
1. APPOINTMENT
The Principal appoints each person named in paragraph (a) of the Schedule
and any person for the time being or from time to time holding the office
of director or secretary in the Principal (each an Attorney) severally as
the attorney of the Principal with the powers and authorities conferred by
this deed.
2. POWER AND AUTHORITY
Each Attorney may, in the Principal's name or in his or her own name and
AS the Principal's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed or where otherwise
applicable) and deliver the document or documents described in
paragraph (b) of the Schedule (each a DOCUMENT) and any document
ancillary to any Document and execute any amendments (including by
way of an amending agreement) post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document (including, but not limited to, altering, or completing
details of, the parties).
(c) Do anything and sign, execute, seal and deliver any documents that,
in the opinion of the Attorney, may be necessary or incidental to
any transaction or dealing contemplated by any Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any
of the powers and authorities conferred by THIS deed (other than the power
of delegation conferred by this clause) and may replace a sub-attorney.
All provisions of this deed relating to Attorneys apply to a sub-attorney,
4. RATIFICATION
The Principal ratifies and agrees to ratify everything done or caused to
be done by an Attorney under this Power of Attorney.
Power of Attorney
5. CONFLICT OF INTEREST
AN Attorney may execute a Document or do anything (and that Document or
THING will be valid) even if the Attorney is in any way:
(a) interested in the Document or thing; or
(b) connected with a person who is in any way interested in the Document
or thing.
6. INDEMNITY
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise OF any of the powers and authorities
conferred by this deed.
7. REVOCABILITY
The powers and authorities conferred by this deed on an Attorney may not
be revoked or suspended except by written notice BY the Principal to that
Attorney. Any person or body corporate or unincorporate dealing with an
Attorney in good faith may rely on a written statement by the Attorney to
the effect that the Attorney has no notice of the revocation or suspension
of his or her powers and authorities as conclusive evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by
this deed does not:
(a) connote a warranty, express or implied, on the part of that Attorney
or on the part of any body which he or she is A partner or employed
as to:
(1) that Attorney's authority to exercise the power; or
(2) the validity of this deed, but a person relying on this Power
of Attorney in dealing with a person presenting himself or
herself as an Attorney may (as regards the Principal) do so
without making any enquiry in relation to those matters; or
(b) involve any assumption by that Attorney, or any body in which he or
she is a partner or employed, of personal liability in connection
with the exercise of the powers and authorities or the consequences
of so doing.
9. REGISTRATION
The Principal shall, if necessary, register this deed wherever required to
give effect to its terms. If the Principal fails to do so, the Attorney
may register this
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Power of Attorney
Deed and claim reimbursement from the Principal of any costs reasonably
incurred in doing so.
10. GOVERNING LAW
This deed is governed by the laws of New South Wales.
(NEW SOUTH WALES SEAL)
EXECUTED and delivered as a deed in Sydney
THE COMMON SEAL of BURNS, PHILP & COMPANY LIMITED was affixed in the presence
of:
/s/ Graeme Hart /s/ Helen Golding
- ---------------------------------- ------------------------------------
Director Signature Secretary Signature
Graeme Hart Helen Golding
- ---------------------------------- ------------------------------------
Print Name Print Name
-3-
SCHEDULE
(a) ATTORNEYS
NAME ADDRESS
- ---- -------
Thomas Degnan Level 23,56 Pitt Street, Sydney, New South Wales
Helen Golding Level 23,56 Pitt Street, Sydney, New South Wales
Allen Hugli Level 23,56 Pitt Street, Sydney, New South Wales
Greg Quirk Level 23,56 Pitt STREET, Sydney, New South Wales
Philip West Level 23,56 Pitt Street, Sydney, New South Wales
George Petty 8 California Street, #600 San Francisco, CA 94111,
United States of America
Herb Blum 240 Larkin Williams Industrial Court, Fenton, MO 63026,
United States of America
Elizabeth Vuong Level 23,56 Pitt Street, Sydney, New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney, New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney, New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney, New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney, New South Wales
-4-
(b) DOCUMENTS
1. Purchase Agreement between Burns Philp Capital Pty Limited (ISSUER) (and,
if applicable, any co-issuer or co-obligor), the Principal and other
guarantor described therein (GUARANTORS) and the initial purchasers or
purchasers described therein (INITIAL PURCHASERS) relating to an issue of
Senior Subordinated Notes by the Issuer (and, if applicable, any co-issuer
or co-obligor) (NOTES).
2. Registration Rights Agreement between the Issuer (and, if applicable, any
co-issuer or co-obligor), each Guarantor and the initial Purchasers
relating to the notes.
3. Any Indenture between the Issuer (and, if applicable, any co-issuer or CO-
obligor), each Guarantor and the trustee(s) described therein (TRUSTEE) in
relation to the Notes.
4. The Notes and any notes (EXCHANGE NOTES) to be offered or issued in
exchange therefore on the terms set forth in the relevant Indenture.
5. Any document evidencing any guarantee by a Guarantor of the Notes (NOTE
GUARANTEE) or Exchange Notes (EXCHANGE NOTE GUARANTEE).
6. Any Exchange Registration Statement by the Issuer (and, if applicable, any
co-issuer or co-obligor) and each Guarantor in relation to the Exchange
Securities (as defined below).
7. Any Shelf Registration Statement by the Issuer (and, if applicable, any
co-issuer or co-obligor) and each Guarantor in relation to the Original
Securities (as defined below).
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Notes and the accompanying Note Guarantees (the
ORIGINAL SECURITIES) or the Exchange Notes and the accompanying Exchange
Note Guarantees (the EXCHANGE SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion OF
the Notes and the Exchange Notes in the Portal market, a subsidiary of the
NASDAQ Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Notes
and the Exchange Notes.
-5-
12. Any agreements as may be necessary or advisable to effect the
appointment of the Trustee for the Notes and the Exchange Notes.
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities
and Investments Commission, Office of State Revenue, and Land Titles
Office forms).
-6-
Burns Philp Capital Pty Limited
Power of Attorney
- ------------------------------------
BURNS PHILP CAPITAL PTY LIMITED
Additional Senior Subordinated Notes
Power of Attorney
TABLE OF CONTENTS
1. Appointment ..................................................... 1
2. Power and Authority ............................................. 1
3. Delegation ...................................................... 1
4. Ratification .................................................... 1
5. Conflict of Interest ............................................ 2
6. Indemnity ....................................................... 2
7. Revocability .................................................... 2
8. Attorney's Personal Liability ................................... 2
9. Registration ..................................................... 2
10. Governing Law ................................................... 3
Schedule ........................................................ 4
-i-
Power of Attorney
- --------------------------------------------------------------------------------
DATE 5 February 2003
PARTIES
1. BURNS PHILP CAPITAL PTY LIMITED (ABN 100 768 803), incorporated in
New South Wales, of Level 23,56 Pitt Street, Sydney, New South Wales
(the PRINCIPAL)
IT IS DECLARED AS FOLLOWS.
1. APPOINTMENT
The Principal appoints each person named in paragraph (a) of the Schedule
and any person for the time being or from time to time holding the office
of director or secretary in the Principal (each an Attorney) severally as
the attorney of the Principal with the powers and authorities conferred by
this deed.
2. POWER AND AUTHORITY
Each Attorney may, in the Principal's name or IN his or her own name and
as the Principal's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed or where otherwise
applicable) and deliver the document or documents described in
paragraph (b) of the Schedule (each a Document) and any document
ancillary to any Document and execute any amendments (including by
way of an amending agreement) post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document (including, but not limited to, altering, or completing
details of, the parties).
(c) Do anything and sign, execute, seal and deliver any documents that,
in the opinion of the Attorney, may be necessary or incidental to
any transaction or dealing contemplated by any Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any
of the powers and authorities conferred by this deed (other than the power
of delegation conferred by this clause) and may replace a sub-attorney.
All provisions of this deed relating to Attorneys apply to a sub-attorney,
4. RATIFICATION
The Principal ratifies and agrees to ratify everything done or caused to
be done by an Attorney under this Power of Attorney.
Power of Attorney
5. Conflict of Interest
An Attorney may execute a Document or do anything (and that Document or
thing will be valid) even if the Attorney is in any way:
(a) interested in the Document or thing; or
(b) connected with a person who is in any way interested in the
Document or thing.
6. Indemnity
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities
conferred by this deed.
7. Revocability
The powers and authorities conferred by this deed on an Attorney may
not be revoked or suspended except by written notice by the Principal
to that Attorney. Any person or body corporate or unincorporate dealing
with an Attorney in good faith may rely on a written statement by the
Attorney to the effect that the Attorney has no notice of the
revocation or suspension of his or her powers and authorities as
conclusive evidence of that fact.
8. Attorney's Personal Liability
The exercise by an Attorney of the powers and authorities conferred by
this deed does not:
(a) connote a warranty, express or implied, on the part of that
Attorney or on the part of any body which he or she is a
partner or employed as to:
(1) that Attorney's authority to exercise the power; or
(2) the validity of this deed,
but a person relying on this Power of Attorney in dealing with
a person presenting himself or herself as an Attorney may (as
regards the Principal) do so without making any enquiry in
relation to those matters; or
(b) involve any assumption by that Attorney, or any body in which
he or she is a partner or employed, of personal liability in
connection with the exercise of the powers and authorities or
the consequences of so doing,
9. Registration
The Principal shall, if necessary, register this deed wherever required
to give effect to its terms. If the Principal fails to do so, the
Attorney may register this
-2-
Power of Attorney
deed and claim reimbursement from the Principal of any costs reasonably
incurred in doing so.
10. Governing Law
This deed is governed by the laws of New South Wales
EXECUTED and delivered as a deed in Sydney
The Common Seal of Burns Philp Capital Pty Limited was affixed in the presence
of;
[Common Seal]
/s/ G.J. Quirk /s/ Helen Golding
- -------------------------------------- --------------------------------
Director Signature Secretary Signature
G.J. Quirk Helen Golding
- -------------------------------------- --------------------------------
Print Name Print Name
-3-
Schedule
(a) Attorneys
Name Address
Thomas Degnan Level 23,56 Pitt Street, Sydney, New South Wales
Helen Golding Level 23, 56 Pitt Street, Sydney, New South Wales
Allen Hugli Level 23,56 Pitt Street, Sydney, New South Wales
Greg Quirk Level 23,56 Pitt Street, Sydney, New South Wales
Philip West Level 23,56 Pitt Street, Sydney, New South Wales
George Petty 8 California Street, #600 San Francisco, CA 94111,
United States of America
Herb Blum 240 Larkin Williams Industrial Court, Fenton, MO
63026, United States of America
Elizabeth Vuong Level 23,56 Pitt Street, Sydney, New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney, New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney, New South Wales .
Patrick Lowden MLC Centre, Martin Place, Sydney, New South
Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney, New South
Wales
-4-
(b) Documents
1. Purchase Agreement between Burns Philp Capital Pty Limited
(Issuer)(and, if applicable, any co-issuer or co-obligor), each
guarantor described therein (Guarantor) and the initial purchasers or
purchasers described therein (Initial Purchasers) relating to an issue
of Senior Subordinated Notes by the Issuer (and, if applicable, any
co-issuer or co-obligor) (Notes).
2. Registration Rights Agreement between the Issuer (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Initial
Purchasers relating to the Notes.
3. Any Indenture between the Issuer (and, if applicable, any co-issuer or
co-obligor), each Guarantor and the trustee(s) described therein
(Trustee) in relation to the Notes.
4. The Notes and any notes (Exchange Notes) to be offered or issued in
exchange therefore on the terms set forth in the relevant Indenture.
5. Any document evidencing any guarantee by a Guarantor of the Notes (Note
Guarantee) or Exchange Notes (Exchange Note Guarantee).
6. Any Exchange Registration Statement by the Issuer (and, if applicable,
any co-issuer or co-obligor) and each Guarantor in relation to the
Exchange Securities (as defined below).
7. Any Shelf Registration Statement by the Issuer (and, if applicable, any
co-issuer or co-obligor) and each Guarantor in relation to the Original
Securities (as defined below).
8. Any applications, declarations or other instruments necessary or
advisable to obtain any order or approval of the United States
Securities and Exchange Commission or any other relevant regulatory
authority in connection With the Notes and the accompanying Note
Guarantees (the Original Securities) or the Exchange Notes and the
accompanying Exchange Note Guarantees (the Exchange Securities).
9. Any papers and documents including, but not Limited to, applications,
reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process, necessary or advisable to qualify or
register for sale the Original Securities or the Exchange Securities in
various states of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion
of the Notes and the Exchange Notes in the Portal market, a subsidiary
of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the
appointment of The Depository Trust Company as depositary with respect
to the Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the
appointment of the Trustee for the Notes and the Exchange Notes.
-5-
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation
relevant United States Securities and Exchange Commission, Australian
Securities and Investments Commission, Office of State Revenue, and
Land Titles Office forms).
-6-
Australian Subsidiary Guarantors
Power of Attorney
The Companies listed in Schedule 1
Additional Senior Subordinated Notes
Table of Contents
1. Appointment ............................................... 1
2. Power and Authority ....................................... 1
3. Delegation ................................................ 1
4. Ratification .............................................. 1
5. Conflict of Interest ...................................... 2
6. Indemnity ................................................. 2
7. Revocability .............................................. 2
8. Attorney's personal liability ............................. 2
9. Registration .............................................. 2
10. Governing law ............................................. 3
Schedule 1 ................................................ 13
Schedule 2 ................................................ 15
Date 5 February 2003
Parties
1. Each Company named in Schedule 1 severally (each, a Principal)
It is declared as follows.
1. Appointment
Each Principal appoints each person named in paragraph (a) of Schedule
2 and any person for the time being or from time to time holding the
office of director or secretary in the Principal (each an Attorney)
severally as the attorney of the Principal with the powers and
authorities conferred by this deed.
2. Power and Authority
Each Attorney may, in the Principal's name or in his or her own name
and as the Principal's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed or where
otherwise applicable) and deliver the document or documents
described in paragraph (b) of Schedule 2 (each a Document) and
any document ancillary to any Document and execute any
amendments (including by way of an amending agreement) post
signing.
(b) Supplement, make alterations to and complete any blanks in any
Document (including, but not limited to, altering, or
completing details of, the parties).
(c) Do anything and sign, execute, seal and deliver any documents
that, in the opinion of the Attorney, may be necessary or
incidental to any transaction or dealing contemplated by any
Document.
3. Delegation
An Attorney may appoint one or more sub-attorneys to exercise all or
any of the powers and authorities conferred by this deed (other than
the power of delegation conferred by this clause) and may replace a
sub-attorney. All provisions of this deed relating to Attorneys apply
to a sub-attorney,
4. Ratification
The Principal ratifies and agrees to ratify everything done or caused
to be done by an Attorney under this Power of Attorney.
5. Conflict of Interest
An Attorney may execute a Document or do anything (and that Document or
thing will be valid) even if the Attorney is in any way:
(a) interested in the Document or thing; or
(b) connected with a person who is in any way interested in the
Document or thing.
6. Indemnity
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities
conferred by this deed.
7. Revocability
The powers and authorities conferred by this deed on an Attorney may
not be revoked or suspended except by written notice by the Principal
to that Attorney. Any person or body corporate or unincorporate dealing
with an Attorney in good faith may rely on a written statement by the
Attorney to the effect that the Attorney has no notice of the
revocation or suspension of his or her powers and authorities as
conclusive evidence of that fact.
8. Attorney's personal liability
The exercise by an Attorney of the powers and authorities conferred by
this deed does not:
(a) connote a warranty, express or implied, on the part of that
Attorney or on the part of any body which he or she is a
partner or employed as to:
(1) that Attorney's authority to exercise the power; or
(2) the validity of this deed,
but a person relying on this Power of Attorney in dealing with
a person presenting himself or herself as an Attorney may (as
regards the Principal) do so without making any enquiry in
relation to those matters; or
(b) involve any assumption by that Attorney, or any body in which
he or she is a partner or employed, of personal liability in
connection with the exercise of the powers and authorities or
the consequences of so doing.
9. Registration
The Principal shall, if necessary, register this deed wherever required
to give effect to its terms. If the Principal fails to do so, the
Attorney may register this
deed and claim reimbursement from the Principal of any costs reasonably
incurred in doing so.
10. Governing law
This deed is governed by the laws of New South Wales.
EXECUTED and delivered as a deed in Sydney
THE COMMON SEAL of BURNS PHILP
CAMELLIA PTY LIMITED was affixed in the [BURNS PHILP CAMELLIA PTY
presence of: LIMITED SEAL]
/s/ G.J. Quirk /s/ Helen Golding
- --------------------------------- ---------------------------------
Director Signature Secretary Signature
G.J. Quirk Helen Golding
- --------------------------------- ---------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP FOOD
HOLDINGS PTY LIMITED was affixed in the [BURNS PHILP FOOD HOLDINGS
presence of: PTY LIMITED SEAL]
/s/ G.J. Quirk /s/ Helen Golding
- --------------------------------- ---------------------------------
Director Signature Secretary Signature
G.J. Quirk Helen Golding
- --------------------------------- ---------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP FOOD
OVERSEAS HOLDINGS LIMITED was affixed in [BURNS PHILP FOOD OVERSEAS
the presence of: HOLDINGS LIMITED SEAL]
/s/ G.J. Quirk /s/ Helen Golding
- --------------------------------- ---------------------------------
Director Signature Secretary Signature
G.J. Quirk Helen Golding
- --------------------------------- ---------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP FOOD [BURNS PHILP FOOD PROPERTIES PTY.
PROPERTIES PTY LIMITED was affixed LIMITED A.C.N. 008 443 856
in the presence of: COMMON SEAL]
/s/ G.J. QUIRK /s/ HELEN GOLDING
- ----------------------------------- -----------------------------------
Director Signature Secretary Signature
G.J. QUIRK HELEN GOLDING
- ----------------------------------- -----------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP FOOD [BURNS PHILP FOOD SERVICES PTY.
SERVICES PTY LIMITED was affixed LIMITED A.C.N. 003 994 250
in the presence of: COMMON SEAL]
/s/ G.J. QUIRK /s/ HELEN GOLDING
- ----------------------------------- -----------------------------------
Director Signature Secretary Signature
G.J. QUIRK HELEN GOLDING
- ----------------------------------- -----------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP SOUTH [BURNS PHILP SOUTH AMERICA PTY.
AMERICA PTY LIMITED was affixed LIMITED A.C.N. 072 208 309
in the presence of: COMMON SEAL]
/s/ G.J. QUIRK /s/ HELEN GOLDING
- ----------------------------------- -----------------------------------
Director Signature Secretary Signature
G.J. QUIRK HELEN GOLDING
- ----------------------------------- -----------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP
MIDDLE EAST PTY LIMITED was affixed in [SEAL]
the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- -------------------------------------- --------------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- -------------------------------------- --------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP
OVERSEAS HOLDINGS LIMITED was affixed in [SEAL]
the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- -------------------------------------- --------------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- -------------------------------------- --------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP
PAKISTAN PTY LIMITED was affixed in [SEAL]
the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- -------------------------------------- --------------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- -------------------------------------- --------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP
TECHNOLOGY AND DEVELOPMENT PTY [SEAL]
LIMITED was affixed in the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- ------------------------------------ ------------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- ------------------------------------ ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP
TECHNOLOGY PTY LIMITED was affixed in [SEAL]
the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- ------------------------------------ ------------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- ------------------------------------ ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP
TREASURY (AUSTRALIA) LIMITED was Affixed [SEAL]
in the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- ------------------------------------ ------------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- ------------------------------------ ------------------------------------
Print Name Print Name
THE COMMON SEAL of INDONESIAN YEAST
COMPANY PTY LIMITED was affixed in [SEAL]
the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- -------------------------------------- --------------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- -------------------------------------- --------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI FERMENTATION
ARGENTINA PTY LIMITED was affixed in [SEAL]
the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- -------------------------------------- --------------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- -------------------------------------- --------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI FERMENTATION
BRAZIL PTY LIMITED was affixed in [SEAL]
the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- -------------------------------------- --------------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- -------------------------------------- --------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION CHILE PTY LIMITED was [SEAL]
affixed in the presence of
/s/ G.J. Quirk /s/ Helen Golding
- ----------------------------- --------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- ----------------------------- --------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION CHINA PTY LIMITED was [SEAL]
affixed in the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- ----------------------------- --------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- ----------------------------- --------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION INDIA PTY LIMITED [SEAL]
was affixed in the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- ----------------------------- --------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- ----------------------------- --------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION INDONESIA PTY LIMITED was [SEAL]
affixed in the presence of
/s/ G.J. Quirk /s/ Helen Golding
- ----------------------------- --------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- ----------------------------- --------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION MALAYSIA PTY LIMITED was [SEAL]
affixed in the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- ----------------------------- --------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- ----------------------------- --------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION PHILIPPINES PTY LIMITED [SEAL]
was affixed in the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- ----------------------------- --------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- ----------------------------- --------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI FERMENTATION
VIETNAM PTY LIMITED was affixed in the [MAURI FERMENTATION VIETNAM PTY
presence of: LIMITED SEAL]
/s/ G.J. Quirk /s/ Helen Golding
- --------------------------------- ---------------------------------
Director Signature Director/Secretary Signature
G.J. Quirk Helen Golding
- --------------------------------- ---------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI YEAST
AUSTRALIA PTY LIMITED was affixed in the [MAURI YEAST AUSTRALIA
presence of: PTY LIMITED SEAL]
/s/ G.J. Quirk /s/ Helen Golding
- --------------------------------- ---------------------------------
Director Signature Director/Secretary Signature
G.J. Quirk Helen Golding
- --------------------------------- ---------------------------------
Print Name Print Name
THE COMMON SEAL of BPC 1 PTY LIMITED
was affixed in [BPC 1 PTY LIMITED SEAL]
the presence of:
/s/ GRAEME HART /s/ Helen Golding
- --------------------------------- ---------------------------------
Director Signature Director/Secretary Signature
GRAEME HART Helen Golding
- --------------------------------- ---------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP
AUSTRALIA PTY LIMITED was affixed in [SEAL]
the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- -------------------------------------- --------------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- -------------------------------------- --------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP FOOD
OVERSEAS INVESTMENTS PTY LIMITED was [SEAL]
affixed in the presence of:
/s/ G.J. Quirk /s/ Helen Golding
- -------------------------------------- --------------------------------------
Director Signature Director/Secretary Signature
G.J. QUIRK HELEN GOLDING
- -------------------------------------- --------------------------------------
Print Name Print Name
SCHEDULE 1
1. Burns Philp Camellia Pty Limited (ACN 003 925 040) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
2. Burns Philp Food Holdings Pty Limited (ACN 000 003 010) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
3. Burns Philp Food Overseas Holdings Limited (ACN 000 010 711) incorporated
in New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
4. Burns Philp Food Properties Pty Limited (ACN 008 443 856) incorporated in
the Australian Capital Territory of Level 23, 56 Pitt Street, Sydney, New
South Wales.
5. Burns Philp Food Services Pty Limited (ACN 003 994 250) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
6. Burns Philp South America Pty Limited (ACN 072 208 309) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
7. Burns Philp Middle East Pty Limited (ACN 077 288 021) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
8. Burns Philp Overseas Holdings Limited (ACN 004 474 551) incorporated in
Victoria of Level 23,56 Pitt Street, Sydney, New South Wales.
9. Burns Philp Pakistan Pty Limited (ACN 068 581 653) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
10. Burns Philp Technology and Development Pty Limited (ACN 003 994 241)
incorporated in New South Wales of Level 23,56 Pitt Street, Sydney, New
South Wales.
11. Burns Philp Technology Pty Limited (ACN 061 602 506) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
12. Burns Philp Treasury (Australia) Limited (ACN 003 731 986) incorporated in
New South Wales of Level 23,515Pitt Street, Sydney, New South Wales.
13. Indonesian Yeast Company Pty Limited (ACN 061 753 026) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
14. Mauri Fermentation Argentina Pty Limited (ACN 003 994 312) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
15. Mauri Fermentation Brazil Pty Limited (ACN 060 142 038) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
16. Mauri Fermentation Chile Pty Limited (ACN 061 325 157) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
17. Mauri Fermentation China Pty Limited (ACN 051 675 775) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
18. Mauri Fermentation India Pty Limited (ACN 063 797 759) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
19. Mauri Fermentation Indonesia Pty Limited (ACN 001 515 617) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
20. Mauri Fermentation Malaysia Pty Limited (ACN 051 611 628) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
21. Mauri Fermentation Philippines Pty Limited (ACN 068 581 493) incorporated
in New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
22. Mauri Fermentation Vietnam Pty Limited (ACN 066 107 426) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
23. Mauri Yeast Australia Pty Limited (ACN 003 853 656) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
24. BPC 1 Pty Limited (ACN 101 665 918) incorporated in New South Wales of
Level 23,56 Pitt Street, Sydney, New South Wales.
25. Burns Philp Australia Pty Limited (ACN 101 664 082) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
26. Burns Philp Food Overseas Investments Pty Limited (ACN 101 664 840)
incorporated in New South Wales of Level 23,56 Pitt Street, Sydney, New
South Wales.
SCHEDULE 2
(a) ATTORNEYS
NAME ADDRESS
Thomas Degnan Level 23,56 Pitt Street, Sydney, New South Wales
Helen Golding Level 23,56 Pitt Street, Sydney, New South Wales
Allen Hugli Level 23,56 Pitt Street, Sydney, New South Wales
Greg Quirk Level 23,56 Pitt Street, Sydney, New South Wales
Philip West Level 23,56 Pitt Street, Sydney, New South Wales
George Petty 8 California Street, #600 San Francisco, CA 94111,
United States of America
Herb Blum 240 Larkin Williams Industrial Court, Fenton, MO
63026, United States of America
Elizabeth Vuong Level 23,56 Pitt Street, Sydney, New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney, New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney, New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney, New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney, New South Wales
(b) DOCUMENTS
1. Purchase Agreement between Burns Philp Capital Pty Limited (ISSUER)(and,
if applicable, any co-issuer or co-obligor), each guarantor (including any
Principal) described therein (GUAMNROR) and the initial purchasers or
purchasers described therein (INITIAL PURCHASERS) relating to an issue of
Senior Subordinated Notes by the Issuer (and, if applicable, any co-issuer
or co-obligor) (NOTES).
2. Registration Rights Agreement between the Issuer (and, if applicable, any
co-issuer or co-obligor), each Guarantor and the Initial Purchasers
relating to the Notes.
3. Any Indenture between the Issuer (and, if applicable, any co-issuer or
co-obligor), each Guarantor and the trustee(s) described therein
(TRUSTEE)in relation to the Notes.
4. Any document evidencing any guarantee by a Guarantor of the Notes (NOTE
GUARANTEE) or any notes offered or issued in exchange therefor (EXCHANGE
NOTES and EXCHANGE NOTE GUARANTEE, respectively),
5. Any Exchange Registration Statement by the Issuer (and, if applicable,
any co- issuer or co-obligor) and each Guarantor in relation to the
Exchange Securities (as defined below).
6. Any Shelf Registration Statement by the Issuer (and, if applicable, any
co-issuer or co-obligor) and each Guarantor in relation to the Original
Securities (as defined below).
7. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Notes and the accompanying Note Guarantees (the
ORIGINAL SECURITIES) or the Exchange Notes and the accompanying Exchange
Note Guarantees (the EXCHANGE SECURITIES).
8. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
9. Any agreements as may be necessary or advisable to effect the inclusion of
the Notes and the Exchange Notes in the Portal market, a subsidiary of the
Nasdaq Stock Market, Inc.
10. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Notes
and the Exchange Notes.
11. Any agreements as may be necessary or advisable to effect the appointment
of the Trustee for the Notes and the Exchange Notes.
12. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities
and Investments Commission, Office of State Revenue, and Land Titles
Office forms).
POWER OF ATTORNEY
THE COMPANIES LISTED IN SCHEDULE 1
Additional Senior Subordinated Notes
TABLE OF CONTENTS
1. Appointment ................. 1
2. Power and Authority ......... 1
3. Delegation .................. 1
4. Ratification ................ 1
5. Conflict of Interest ........ 2
6. Indemnity ................... 2
7. Revocability ................ 2
8. Attorney's personal liability 2
9. Registration ................ 2
10. Governing law ............... 3
Schedule 1 ................. 13
Schedule 2 ................. 15
DATE 14th January 2003
PARTIES
1. EACH COMPANY named in Schedule 1 severally (each, a PRINCIPAL)
IT IS DECLARED as follows.
1. APPOINTMENT
Each Principal appoints each person named in paragraph (a) of Schedule 2
and any person for the time being or from time to time holding the office
of director or secretary in the Principal (each an Attorney) severally as
the attorney of the Principal with the powers and authorities conferred by
this deed.
2. POWER AND AUTHORITY
Each Attorney may, in the Principal's name or in his or her own name and
as the Principal's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed or where otherwise
applicable) and deliver the document or documents described in
paragraph (b) of Schedule 2 (each a DOCUMENT) and any document
ancillary to any Document and execute any amendments (including by
way of an amending agreement) post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document (including, but not limited to, altering, or completing
details of, the parties).
(c) Do anything and sign, execute, seal and deliver any documents that,
in the opinion of the Attorney, may be necessary or incidental to
any transaction or dealing contemplated by any Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any
of the powers and authorities conferred by this deed (other than the power
of delegation conferred by this clause) and may replace a sub-attorney.
All provisions of this deed relating to Attorneys apply to a sub-attorney,
4. RATIFICATION
The Principal ratifies and agrees to ratify everything done or caused to
be done by an Attorney under this Power of Attorney.
5. CONFLICT OF INTEREST
An Attorney may execute a Document or do anything (and that Document or
thing will be valid) even if the Attorney is in any way:
(a) interested in the Document or thing; or
(b) connected with a person who is in any way interested in the Document
or thing.
6. INDEMNITY
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities
conferred by this deed.
7. REVOCABILITY
The powers and authorities conferred by this deed on an Attorney may not
be revoked or suspended except by written notice by the Principal to that
Attorney. Any person or body corporate or unincorporate dealing with an
Attorney in good faith may rely on a written statement by the Attorney to
the effect that the Attorney has no notice of the revocation or suspension
of his or her powers and authorities as conclusive evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by
this deed does not:
(a) connote a warranty, express or implied, on the part of that Attorney
or on the part of any body which he or she is a partner or employed
as to:
(1) that Attorney's authority to exercise the power; or
(2) the validity of this deed,
but a person relying on this Power of Attorney in dealing with a person
presenting himself or herself as an Attorney may (as regards the
Principal) do so without making any enquiry in relation to those matters;
or
(b) involve any assumption by that Attorney, or any body in which he or
she is a partner or employed, of personal liability in connection
with the exercise of the powers and authorities or the consequences
of so doing.
9. REGISTRATION
The Principal shall, if necessary, register this deed wherever required to
give effect to its terms. If the Principal fails to do so, the Attorney
may register this
deed and claim reimbursement from the Principal of any costs reasonably
incurred in doing so.
10. GOVERNING LAW
This deed is governed by the laws of New South Wales.
EXECUTED and delivered as a deed in Sydney
THE COMMON SEAL of BURNS PHILP [COMMON SEAL]
CAMELLIA PTY LIMITED was affixed in the
presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP FOOD [COMMON SEAL]
HOLDINGS PTY LIMITED was affixed in the
presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP FOOD [COMMON SEAL]
OVERSEAS HOLDINGS LIMITED was affixed
in the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP FOOD [COMMON SEAL]
PROPERTIES PTY LIMITED was affixed in
the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP FOOD [COMMON SEAL]
SERVICES PTY LIMITED was affixed in the
presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP SOUTH [COMMON SEAL]
AMERICA PTY LIMITED was affixed in the
presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP MIDDLE [COMMON SEAL]
EAST PTY LIMITED was affixed in the
presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP OVERSEAS [COMMON SEAL]
HOLDINGS LIMITED was affixed in the
presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP PAKISTAN [COMMON SEAL]
PTY LIMITED was affixed in the
presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP [COMMON SEAL]
TECHNOLOGY AND DEVELOPMENT PTY
LIMITED was affixed in the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP [COMMON SEAL]
TECHNOLOGY PTY LIMITED was affixed in
the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP [COMMON SEAL]
TREASURY (AUSTRALIA) LIMITED was
affixed in the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of INDONESIAN YEAST [COMMON SEAL]
COMPANY PTY LIMITED was affixed in the
presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI FERMENTATION [COMMON SEAL]
ARGENTINA PTY LIMITED was affixed in
the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI FERMENTATION [COMMON SEAL]
BRAZIL PTY LIMITED was affixed in the
presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI [COMMON SEAL]
FERMENTATION CHILE PTY LIMITED was
affixed in the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI [COMMON SEAL]
FERMENTATION CHINA PTY LIMITED was
affixed in the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI [COMMON SEAL]
FERMENTATION INDIA PTY LIMITED was
affixed in the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI [COMMON SEAL]
FERMENTATION INDONESIA PTY LIMITED was
affixed in the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI [COMMON SEAL]
FERMENTATION MALAYSIA PTY LIMITED was
affixed in the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI [COMMON SEAL]
FERMENTATION PHILIPPINES PTY LIMITED
was affixed in the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI [COMMON SEAL]
FERMENTATION VIETNAM PTY LIMITED was
affixed in the presence of:
/s/ T. J. Degnan /s/ G. J. Quirk
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
T. J. Degnan G. J. Quirk
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI YEAST [COMMON SEAL]
AUSTRALIA PTY LIMITED was affixed in
the presence of:
/s/ T. J. Degnan /s/ G. J. Quirk
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
T. J. Degnan G. J. Quirk
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BPC 1 PTY LIMITED [COMMON SEAL]
was affixed in the presence of:
/s/ T. J. Degnan /s/ G. R. Hart
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
T. J. Degnan G. R. Hart
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP [COMMON SEAL]
AUSTRALIA PTY LIMITED was affixed in
the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP FOOD [COMMON SEAL]
OVERSEAS INVESTMENTS PTY LIMITED was
affixed in the presence of:
/s/ G. J. Quirk /s/ H. D. Golding
- ----------------------------------- ------------------------------------
Director Signature Director/Secretary Signature
G. J. Quirk H. D. Golding
- ----------------------------------- ------------------------------------
Print Name Print Name
SCHEDULE 1
1. Burns Philp Camellia Pty Limited (ACN 003 925 040) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
2. Burns Philp Food Holdings Pty Limited (ACN 000 003 010) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
3. Burns Philp Food Overseas Holdings Limited (ACN 000 010 711) incorporated
in New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
4. Burns Philp Food Properties Pty Limited (ACN 008 443 856) incorporated in
the Australian Capital Territory of Level 23,56 Pitt Street, Sydney, New
South Wales.
5. Burns Philp Food Services Pty Limited (ACN 003 994 250) incorporated in
New South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
6. Burns Philp South America Pty Limited (ACN 072 208 309) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
7. Burns Philp Middle East Pty Limited (ACN 077 288 021) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
8. Burns Philp Overseas Holdings Limited (ACN 004 474 551) incorporated in
Victoria of Level 23, 56 Pitt Street, Sydney, New South Wales.
9. Burns Philp Pakistan Pty Limited (ACN 068 581 653) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
10. Burns Philp Technology and Development Pty Limited (ACN 003 994 241)
incorporated in New South Wales of Level 23,56 Pitt Street, Sydney, New
South Wales.
11. Burns Philp Technology Pty Limited (ACN 061 602 506) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
12. Burns Philp Treasury (Australia) Limited (ACN 003 731 986) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
13. Indonesian Yeast Company Pty Limited (ACN 061 753 026) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
14. Mauri Fermentation Argentina Pty Limited (ACN 003 994 312) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
15. Mauri Fermentation Brazil Pty Limited (ACN 060 142 038) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
16. Mauri Fermentation Chile Pty Limited (ACN 061 325 157) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
17. Mauri Fermentation China Pty Limited (ACN 051 675 775) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
18. Mauri Fermentation India Pty Limited (ACN 063 797 759) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
19. Mauri Fermentation Indonesia Pty Limited (ACN 001 515 617) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
20. Mauri Fermentation Malaysia Pty Limited (ACN 051 611 628) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
21. Mauri Fermentation Philippines Pty Limited (ACN 068 581 493) incorporated
in New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
22. Mauri Fermentation Vietnam Pty Limited (ACN 066 107 426) incorporated in
New South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
23. Mauri Yeast Australia Pty Limited (ACN 003 853 656) incorporated in New
South Wales of Level 23,56 Pitt Street, Sydney, New South Wales.
24. BPC 1Pty Limited (ACN 101 665 918) incorporated in New South Wales of
Level 23,56 Pitt Street, Sydney, New South Wales.
25. Burns Philp Australia Pty Limited (ACN 101 664 082) incorporated in New
South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
26. Burns Philp Food Overseas Investments Pty Limited (ACN 101 664 840)
incorporated in New South Wales of Level 23,56 Pitt Street, Sydney, New
South Wales.
SCHEDULE 2
(a) ATTORNEYS
NAME ADDRESS
Thomas Degnan Level 23,56 Pitt Street, Sydney, New South Wales
Helen Golding Level 23,56 Pitt Street, Sydney, New South Wales
Allen Hugli Level 23,56 Pitt Street, Sydney, New South Wales
Greg Quirk Level 23,56 Pitt Street, Sydney, New South Wales
Philip West Level 23,56 Pitt Street, Sydney, New South Wales
George Petty 8 California Street, #600 San Francisco, CA 94111,
United States of America
Herb Blum 240 Larkin Williams Industrial Court, Fenton, MO
63026, United States of America
Elizabeth Vuong Level 23,56 Pitt Street, Sydney, New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney, New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney, New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney, New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney, New South Wales
(b) DOCUMENTS
1. Purchase Agreement between Burns Philp Capital Pty Limited (ISSUER) (and,
if applicable, any co-issuer or co-obligor), each guarantor (including any
Principal) described therein (GUARANTOR) and the initial purchasers or
purchasers described therein (INITIAL PURCHASERS) relating to an issue of
up to US$150,000,000 of Senior Subordinated Notes (NOTES).
2. Registration Rights Agreement between the Issuer (and, if applicable, any
co-issuer or co-obligor), each Guarantor and the Initial Purchasers
relating to the Notes.
3. Any Indenture between the Issuer (and, if applicable, any co-issuer or
co-obligor), each Guarantor and the Trustee described therein (TRUSTEE) in
relation to the Notes.
4. Any document evidencing any guarantee by a Guarantor of the Notes (NOTE
GUARANTEE) or any notes offered or issued in exchange therefor (EXCHANGE
NOTES and EXCHANGE NOTE GUARANTEE, respectively).
5. Any Exchange Registration Statement by the Issuer (and, if applicable, any
co-issuer or co-obligor) and each Guarantor in relation to the Exchange
Securities (as defined below).
6. Any Shelf Registration Statement by the Issuer (and, if applicable, any
co-issuer or co-obligor) and each Guarantor in relation to the Original
Securities (as defined below).
7. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Notes and the accompanying Note Guarantees (the
ORIGINAL SECURITIES) or the Exchange Notes and the accompanying Exchange
Note Guarantees (the EXCHANGE SECURITIES).
8. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
9. Any agreements as may be necessary or advisable to effect the inclusion of
the Notes and the Exchange Notes in the Portal market, a subsidiary of the
Nasdaq Stock Market, Inc.
10. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Notes
and the Exchange Notes.
11. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Notes and the Exchange Notes.
12. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities
and Investments Commission, Office of State Revenue, and Land Titles
Office forms).
Burns Philp Ecuador S.A.
Power of Attorney
- ----------------------------------------------
BURNS PHILP ECUADOR S.A.
Additional Senior Subordinated Notes
Table of Contents
1. Appointment......................................................... 1
2. Power and Authority................................................. 1
3. Delegation.......................................................... 1
4. Ratification........................................................ 1
5. Conflict of Interest................................................ 2
6. Indemnity........................................................... 2
7. Revocability........................................................ 2
8. Attorney's personal liability....................................... 2
9. Registration........................................................ 2
10. Governing law....................................................... 2
Schedule 1.......................................................... 5
Schedule 2.......................................................... 7
Schedule 3.......................................................... 10
-i-
DATE: JANUARY 6, 2003
PARTIES
1. BURNS PHILP ECUADOR S.A.
It is declared as follows.
1. APPOINTMENT
Each Principal appoints each person named in paragraph (a) of Schedule 2
and any person for the time being or from time to time holding the
office of director or secretary in the Principal (each an Attorney)
severally as the attorney of the Principal with the powers and
authorities conferred by this deed.
2. POWER AND AUTHORITY
Each Attorney may, in the Principal's name or in his or her own name and as the
Principal's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed) and deliver the
document or documents described in paragraph (b) of Schedule 2
(each a DOCUMENT) and any document ancillary to any Document and
execute any amendments (including by was of an amending agreement)
post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document.
(c) Do anything and sign, execute, seal and deliver any documents
that, in the opinion of the Attorney, may be necessary or
incidental to any transaction or dealing contemplated by any
Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any
of the powers and authorities conferred by this deed (other than the
power of delegation conferred by this clause) and may replace a
sub-attorney. All provisions of this deed relating to Attorneys apply to
a sub-attorney,
4. RATIFICATION
The Principal ratifies and agrees to ratify everything done or caused to
be done by an Attorney under this Power of Attorney.
-1-
5. CONFLICT OF INTEREST
An Attorney may execute a Document or Additional Document or do anything
(and that Document or Additional Document or thing will be valid) even if
the Attorney is in any way:
(a) interested in the Document or Additional Document or thing; or
(b) connected with a person who is in any way interested in the Document or
Additional Document or thing.
6. INDEMNITY
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities conferred
by this deed.
7. REVOCABILITY
Any person or body corporate or unincorporate dealing with an Attorney in
good faith may rely on a written statement by the Attorney to the effect
that the Attorney has no notice of the revocation or suspension of his or
her powers and authorities as conclusive evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by this
deed does not involve any assumption by that Attorney, or any body in which
he or she is a partner or employed, of personal liability in connection with
the exercise of the powers and authorities or the consequences of so doing.
9. REGISTRATION
The Principal shall, if necessary, register this deed wherever required to
give effect to its terms. If the Principal fails to do so, the Attorney may
register this deed and claim reimbursement from the Principal of any costs
reasonably incurred in doing so.
10. GOVERNING LAW
This deed is governed by the laws of Ecuador.
EXECUTED and delivered in Quito-Ecuador.
-2-
/s/ Luis Valenzuela
- ----------------------------------
Luis Valenzuela
General Manager
Burns Philp Ecuador S.A.
-3-
SCHEDULE 1
[Burns Philp Ecuador S.A.]
-4-
SCHEDULE 2
(a) ATTORNEYS
NAME ADDRESS
Thomas Degnan Level 23, 56 Pitt Street, Sydney, New South Wales
Helen Golding Level 23, 56 Pitt Street, Sydney, New South Wales
Allen Hugli Level 23, 56 Pitt Street, Sydney, New South Wales
Greg Quirk Level 23, 56 Pitt Street, Sydney, New South Wales
Philip West Level 23, 56 Pitt Street, Sydney, New South Wales
George Petty 921, 98th Avenue, Oakland, CA 94603, United States
of America
Herb Blum 240 Larkin Williams Industrial Court, Fenton, MO
63026, United States of America
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney, New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney, New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney, New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney, New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney, New South Wales
-5-
(b) DOCUMENTS
1. any Indenture between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
Indenture.
3. Registration Rights Agreement between Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
6. Exchange Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
7. Shelf Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the ORIGINAL SECURITIES) or the Exchange
Notes and the accompanying Exchange Note Guarantees (the EXCHANGE
SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Senior Subordinated Notes and the
Exchange Notes.
-6-
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office forms).
-7-
German Subsidiary Guarantors
Confirmation of Power of Attorney
The undersigned Principals have granted Powers of Attorney to various Attorneys
in relation to the proposed issue of additional Senior Subordinated Notes by an
affiliate of Burns Philp & Company Limited. These Powers of Attorney are dated
30th January 2003 and 3rd February 2003, respectively.
It had originally been assumed that the additional Senior Subordinated Notes
would have an aggregate principal amount of up to US$ 200 million. The
shareholders' meetings of the undersigned Principals have meanwhile recognized
and agreed that the additional Senior Subordinated Notes will be issued in an
aggregate principal amount of up to US $210 million. The undersigned Principals
hereby confirm that the authority granted under the aforementioned Powers of
Attorney is not restricted to Documents in relation to an issue of Senior
Subordinated Notes of up to US $200 million in the aggregate principal amount,
but conveys the authority to perform acts in relation to the issue of Senior
Subordinated Notes in an aggregate principal amount of US $210 million.
All capital terms used in this confirmation shall have the meaning ascribed to
them in the Powers of Attorney dated 30th January 2003 and 3rd February 2003.
Dated this 17 day of February 2003
Burns Philp Deutschland GmbH
Burns Philp Deutschland Grundbesitz GmbH
Burn Philp Deutschland Export Nahrungsmittel-Vertriebsgessellschaft mbH
Deutsche Hefewerke Verwaltungsgesellschaft mbH
Deutsche Hefewerke GmbH & Co. oHG
by:
/s/ John Lynch
- ----------------------------------------
John Lynch
Managing Director
Power of Attorney
- ----------------------------------------
THE COMPANIES LISTED IN SCHEDULE 1
Additional Senior Subordinated Notes
Power of Attorney
TABLE OF CONTENTS
1. Appointment.............................................................. 1
2. Power and Authority...................................................... 1
3. Delegation............................................................... 1
4. Ratification............................................................. 1
5. Conflict of Interest..................................................... 2
6. Indemnity................................................................ 2
7. Revocability............................................................. 2
8. Attorney's personal liability............................................ 2
9. Registration............................................................. 2
10. Governing Law............................................................ 2
Schedule 1............................................................... 5
Schedule 2............................................................... 7
-i-
Power of Attorney
DATE 30th January 2003
PARTIES
1. EACH COMPANY named in Schedule 1 (each, a PRINCIPAL)
IT IS DECLARED as follows.
1. APPOINTMENT
Each Principal appoints each person named in paragraph (a) of Schedule 2 and
any person for the time being or from time to time holding the office of
director or secretary in the Principal (each an Attorney) severally as the
attorney of the Principal with the powers and authorities conferred by this
Power of Attorney.
2. POWER AND AUTHORITY
Each Attorney may, in the Principal's name or in his or her own name and as
the Principal's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed) and deliver the
document or documents described in paragraph (b) of Schedule 2 (each a
DOCUMENT) and any document ancillary to any Document and execute any
amendments (including by was of an amending agreement) post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document.
(c) Do anything and sign, execute, seal and deliver any documents that, in
the opinion of the Attorney, may be necessary or incidental to any
transaction or dealing contemplated by any Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any of
the powers and authorities conferred by this Power of Attorney (other than
the power of delegation conferred by this clause) and may replace a
sub-attorney. All provisions of this Power of Attorney relating to Attorneys
apply to a sub-attorney.
4. RATIFICATION
The Principal ratifies and agrees to ratify everything done or caused to be
done by an Attorney under this Power of Attorney.
-1-
Power of Attorney
5. CONFLICT OF INTEREST
An Attorney may execute a Document or Additional Document or do anything
(and that Document or Additional Document or thing will be valid) even if
the Attorney is in any way:
(a) interested in the Document or Additional Document or thing; or
(b) connected with a person who is in any way interested in the Document
or Additional Document or thing.
Each Attorney is hereby exempted from the restrictions of self-dealing
pursuant to Sec. 181 German Civil Code (BGB).
6. INDEMNITY
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities conferred
by this Power of Attorney.
7. REVOCABILITY
The powers and authorities conferred by this Power of Attorney on an
Attorney may not be revoked or suspended except by written notice by the
Principal to that Attorney. Any person or body corporate or unincorporate
dealing with an Attorney in good faith may rely on a written statement by
the Attorney to the effect that the Attorney has no notice of the
revocation or suspension of his or her powers and authorities as conclusive
evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by this
Power of Attorney does not involve any assumption by that Attorney, or any
body in which he or she is a partner or employed, of personal liability in
connection with the exercise of the powers and authorities or the
consequences of so doing.
9. REGISTRATION
The Principal shall, if necessary, register this Power of Attorney wherever
required to give effect to its terms. If the Principal fails to do so, the
Attorney may register this Power of Attorney and claim reimbursement from
the Principal of any costs reasonably incurred in doing so.
10. GOVERNING LAW
This Power of Attorney is governed by the laws of Germany.
-2-
Power of Attorney
BURNS PHILP DEUTSCHLAND GmbH
by: /s/ John Lynch
---------------------------------------------
John Lynch, Managing Director
BURNS PHILP DEUTSCHLAND GRUNDBESITZ GmbH
by: /s/ John Lynch
---------------------------------------------
John Lynch, Managing Director
DEUTSCHLAND HEFEWERKE GmbH & CO. oHG
by: /s/ John Lynch
---------------------------------------------
John Lynch, Managing Director of Deutsche
Hefewerke Verwaltungs GmbH
DEUTSCHLAND HEFEWERKE VERWALTUNGS GmbH
by: /s/ John Lynch
---------------------------------------------
John Lynch, Managing Director
-3-
Power of Attorney
SCHEDULE 1
1. Burns Philp Deutschland GmbH
2. Burns Philp Deutschland Grundbesitz GmbH
3. Deutsche Hefewerke GmbH & Co. oHG
4. Deutsche Hefewerke Verwaltungs GmbH
-4-
Power of Attorney
SCHEDULE 2
(a) ATTORNEYS
NAME ADDRESS
Thomas Degnan Level 23, 56 Pitt Street, Sydney, New South Wales
Helen Golding Level 23, 56 Pitt Street, Sydney, New South Wales
Allen Hugli Level 23, 56 Pitt Street, Sydney, New South Wales
Greg Quirk Level 23, 56 Pitt Street, Sydney, New South Wales
Philip West Level 23, 56 Pitt Street, Sydney, New South Wales
George Petty 921, 98th Avenue, Oakland, CA 94603, United States
of America
Herb Blum 240 Larkin Williams Industrial Court, Fenton, MO
63026, United States of America
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney, New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney, New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney, New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney, New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney, New South Wales
-5-
Power of Attorney
(b) DOCUMENTS
1. any indenture between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
indenture.
3. Registration Rights Agreement between Burns Philp Capital Pty Limited
(and, if applicable, any co-issuer or co-obligor), each Guarantor and the
Initial Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
6. Exchange Registration Statement by Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor) and each Guarantor.
7. Shelf Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the ORIGINAL SECURITIES) or the Exchange
Notes and the accompanying Exchange Note Guarantees (the EXCHANGE
SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process, necessary or advisable to qualify or
register for sale the Original Securities or the Exchange Securities in
various states of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of a trustee as defined in the Indenture for the Senior Subordinated Notes
and the Exchange Notes.
-6-
Power of Attorney
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office
forms).
-7-
Power of Attorney
BURNS PHILP DEUTSCHLAND EXPORT NAHRUNGSMITTEL-VERTRIEBSGESELLSCHAFT mbH
Additional Senior Subordinated Notes
Power of Attorney
TABLE OF CONTENTS
1. Appointment.......................................................1
2. Power and Authority...............................................1
3. Delegation........................................................1
4. Ratification......................................................1
5. Conflict of Interest..............................................2
6. Indemnity.........................................................2
7. Revocability......................................................2
8. Attorney's personal liability.....................................2
9. Registration......................................................2
10. Governing law.....................................................2
Schedule 1........................................................4
-i-
Power of Attorney
- --------------------------------------------------------------------------------
DATE 3rd February 2003
PARTY:
Burns Philp Deutschland Export Nahrungsmittel-Vertriebsgesellschaft
MbH ("PRINCIPAL")
It is declared as follows:
1. APPOINTMENT
Principal appoints each person named in paragraph(a) of Schedule 1 and
any person for the time being or from time to time holding the office of
director or secretary in the Principal (each an Attorney) severally as
the attorney of the Principal with the powers and authorities conferred
by this Power of Attorney.
2. POWER AND AUTHORITY
Each Attorney may, in the Principal's name or in his or her own name and as the
Principal's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed) and deliver the
document or documents described in paragraph (b) of Schedule 1
(each a DOCUMENT) and any document ancillary to any Document and
execute any amendments (including by was of an amending agreement)
post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document.
(c) Do anything and sign, execute, seal and deliver any documents that,
in the opinion of the Attorney, may be necessary or incidental to
any transaction or dealing contemplated by any Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any of
the powers and authorities conferred by this Power of Attorney (other than
the power of delegation conferred by this clause) and may replace a
sub-attorney. All provisions of this Power of Attorney relating to
Attorneys apply to a sub-attorney,
4. RATIFICATION
The Principal ratifies and agrees to ratify everything done or caused to be
done by an Attorney under this Power of Attorney.
-1-
Power of Attorney
- -------------------------------------------------------------------------------
5. CONFLICT OF INTEREST
An Attorney may execute a Document or Additional Document or do anything
(and that Document or Additional Document or thing will be valid) even if
the Attorney is in any way:
(a) interested in the Document or Additional Document or thing; or
(b) connected with a person who is in any way interested in the Document
or Additional Document or thing.
Each Attorney is hereby exempted from the restrictions of self-dealing
pursuant to Sec. 181 German Civil Code (BGB).
6. INDEMNITY
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities conferred
by this Power of Attorney.
7. REVOCABILITY
The powers and authorities conferred by this Power of Attorney on an
Attorney may not be revoked or suspended except by written notice by the
Principal to that Attorney. Any person or body corporate or unincorporate
dealing with an Attorney in good faith may rely on a written statement by
the Attorney to the effect that the Attorney has no notice of the
revocation or suspension of his or her powers and authorities as conclusive
evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by this
Power of Attorney does not involve any assumption by that Attorney, or any
body in which he or she is a partner or employed, of personal liability in
connection with the exercise of the powers and authorities or the
consequences of so doing.
9. REGISTRATION
The Principal shall, if necessary, register this Power of Attorney wherever
required to give effect to its terms. If the Principal fails to do so, the
Attorney may register this Power of Attorney and claim reimbursement from
the Principal of any costs reasonably incurred in doing so.
10. GOVERNING LAW
This Power of Attorney is governed by the laws of Germany.
-2-
Power of Attorney
- ------------------------ --------------------------------------
BURNS PHILP DEUTSCHLAND EXPORT
NAHRUNGSMITTEL-VERTRIEBSGESELLSCHAFT
BY:
/s/ John Lynch
- -----------------------------
John Lynch, Managing Director
-3-
Power of Attorney
- -----------------------------------------------------------
SCHEDULE 1
(a) ATTORNEYS
NAME ADDRESS
Thomas Degnan Level 23, 56 Pitt Street, Sydney, New South Wales
Helen Golding Level 23, 56 Pitt Street, Sydney, New South Wales
Allen Hugli Level 23, 56 Pitt Street, Sydney, New South Wales
Greg Quirk Level 23, 56 Pitt Street, Sydney, New South Wales
Philip West Level 23, 56 Pitt Street, Sydney, New South Wales
George Petty 921, 98th Avenue, Oakland, CA 94603, United States
of America
Herb Blum 240 Larkin Williams Industrial Court, Fenton, MO
63026, United States of America
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney, New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney, New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney, New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney, New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney, New South Wales
-4-
Power of Attorney
- --------------------------------------------------------------------------------
(b) DOCUMENTS
1. any Indenture between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
Indenture.
3. Registration Rights Agreement between Burns Philp Capital Pty Limited
(and, if applicable, any co-issuer or co-obligor), each Guarantor and the
Initial Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
6. Exchange Registration Statement by Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor) and each Guarantor.
7. Shelf Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the ORIGINAL SECURITIES) or the Exchange
Notes and the accompanying Exchange Note Guarantees (the EXCHANGE
SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of a trustee as defined in the Indenture for the Senior Subordinated Notes
and the Exchange Notes.
-5-
Power of Attorney
- --------------------------------------------------------------------------------
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office
forms).
-6-
Burns Philp Food Limited
Power of Attorney
- --------------------------------------
BURNS PHILP FOOD LIMITED
Additional Senior Subordinated Notes
Power of Attorney
TABLE OF CONTENTS
1. Appointment.......................................................1
2. Power and Authority...............................................1
3. Delegation........................................................1
4. Ratification......................................................2
5. Conflict of Interest..............................................2
6. Indemnity.........................................................2
7. Revocability......................................................2
8. Attorney's personal liability.....................................2
9. Registration......................................................2
10. Governing law.....................................................3
Schedule 1........................................................5
-i-
Power of Attorney
- -------------------------------------------------------------------------------
DATE January 14, 2003
PARTIES
1. BURNS PHILP FOOD LIMITED a company incorporated under the laws of Canada
having its principal place of business at 31 Airlie Street, Lasalle,
Quebec, Canada, H8R 1Z8 (the PRINCIPAL)
It is declared as follows.
1. APPOINTMENT
Each Principal appoints each person named in paragraph (a) of Schedule 1
and any person for the time being or from time to time holding the office
of director or secretary in the Principal (each an Attorney) severally as
the attorney of the Principal with the powers and authorities conferred by
this deed.
2. POWER AND AUTHORITY
Each Attorney may, in the Principal's name or in his or her own name and as the
Principal's act, do any of the following.
(a) Make, sign, execute, seal (where applicable) and deliver the document
or documents described in paragraph (b) of Schedule 1 (each a
DOCUMENT) and any document ancillary to any Document or any document
that is required to effect any of the transactions contemplated by the
Documents (each an ADDITIONAL DOCUMENT) and execute any amendments
(including by way of an amending agreement) post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document.
(c) Do anything and sign, execute, seal and deliver any documents or take
any further action that, in the opinion of the Attorney, may be
necessary or incidental to any transaction or dealing contemplated by
any Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any
of the powers and authorities conferred by this deed (other than the power of
delegation conferred by this clause) and may replace a sub-attorney. All
provisions of this deed relating to Attorneys apply to a sub-attorney,
-1-
Power of Attorney
- -------------------------------------------------------------------------------
4. RATIFICATION
The Principal ratifies and agrees to ratify everything done or caused to be
done by an Attorney under this Power of Attorney.
5. CONFLICT OF INTEREST
An Attorney may execute a Document or Additional Document or do anything
(and that Document or Additional Document or thing will be valid) even if
the Attorney is in any way:
(a) interested in the Document or Additional Document or thing; or
(b) connected with a person who is in any way interested in the Document
or Additional Document or thing.
6. INDEMNITY
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities
conferred by this deed.
7. REVOCABILITY
The powers and authorities conferred by this deed on an Attorney may not
be revoked or suspended except by written notice by the Principal to that
Attorney. Any person or body corporate or unincorporate dealing with an
Attorney in good faith may rely on a written statement by the Attorney to
the effect that the Attorney has no notice of the revocation or suspension
of his or her powers and authorities as conclusive evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by this
deed does not involve any assumption by that Attorney, or any body in which
he or she is a partner or employed, of personal liability in connection
with the exercise of the powers and authorities or the consequences of so
doing.
9. REGISTRATION
The Principal shall, if necessary, register this deed wherever required to
give effect to its terms. If the Principal fails to do so, the Attorney may
register this deed and claim reimbursement from the Principal of any costs
reasonably incurred in doing so.
-2-
Power of Attorney
- ------------------------------------
10. GOVERNING LAW
This deed is governed by the laws of the Province of Ontario and the laws
of Canada applicable in that province.
EXECUTED and delivered as a deed.
-3-
Power of Attorney
- ------------------------------------
BURNS PHILP FOOD LIMITED
/s/ Frank H. Schoonyoung
- -------------------------------
Signature
Frank H. Schoonyoung
- -------------------------------
Print Name Vice President
-4-
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 1
(a) ATTORNEYS
NAME ADDRESS
Thomas Degnan Level 23, 56 Pitt Street, Sydney,
New South Wales
Helen Golding Level 23, 56 Pitt Street, Sydney,
New South Wales
Allen Hugli Level 23, 56 Pitt Street, Sydney,
New South Wales
Greg Quirk Level 23, 56 Pitt Street, Sydney,
New South Wales
Philip West Level 23, 56 Pitt Street, Sydney,
New South Wales
George Petty 8 California Street, #608, San
Francisco, CA 94111, United States
of America
Herb Blum 240 Larkin Williams Industrial
Court, Fenton, MO 63026,
United States of America
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney,
New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney,
New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney,
New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney,
New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney,
New South Wales
-5-
Power of Attorney
(b) DOCUMENTS
1. Any Indenture between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
Indenture.
3. Registration Rights Agreement between Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
6. Exchange Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
7. Shelf Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the ORIGINAL SECURITIES) or the Exchange
Notes and the accompanying Exchange Note Guarantees (the EXCHANGE
SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Senior Subordinated Notes and the
Exchange Notes.
-6-
Power of Attorney
- --------------------------------------------------------------------------------
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office
forms).
-7-
Burns Philp Netherlands European Holdings B.V.
MR F. VAN DER RHEE, Biltseweg 15, 3735 MA BOSCH EN DUIN
GENERAL POWER OF ATTORNEY
The undersigned, FLORIS VAN DER RHEE, residing in 3735 MA BOSCH EN DUIN,
Biltseweg 15, The Netherlands, for these presents acting in his capacity as
Managing Director of Equity Trust Co. N.V.
A private limited liability company, established in accordance with the laws of
the Netherlands, having its registered offices at Officia I, De Boelelaan 7,
1083 HJ AMSTERDAM, The Netherlands, hereinafter referred to as the "Company"
HEREBY CONSTITUTES AND APPOINTS
Mr. Wolbert Hinrik Kamphuijs
resident of 1019 WD AMSTERDAM, Stuurmankade 278, The Netherlands, officiating
in Officia I, De Boelelaan 7, 1083 HJ AMSTERDAM, The Netherlands, as his true
and lawful Attorney with full powers to represent the Company, to sign any and
all papers for and on behalf of the Company of whatever nature, registration
with the Chamber of Commerce, and furthermore to do any and all such acts and
things on behalf of the Company as he in his sole discretion may deem necessary
and desirable, all this with the promise of ratification.
This power will automatically expire on 7 February 2003.
Dated: Amsterdam, 28 January 2003
/s/ F. van der Rhee
By: F. van der Rhee
Title: Managing Director
POWER OF ATTORNEY
The undersigned, A.P. HUGLI, as a managing director (statutair directeur) of
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, The Netherlands
and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 17 February 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done
pursuant to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 17th day of February 2003,
/s/ A.P. HUGLI
- -------------------------------
Name: A.P. Hugli
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.T. Lynch, as a managing director (statutair directeur) of
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkie aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "Company");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamioze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "Attorney")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 17 February 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 17 day of February 2003.
/s/ J.T. Lynch
- ------------------------
Name: J.T. Lynch
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.G. McKenna, as a managing director (statutair directeur) of
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkie aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, and its
registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands (the "Company");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamioze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "Attorney")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 17 February 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 17 day of February 2003.
/s/ J.G. McKenna
- ------------------------
Name: J.G. McKenna
Title: Managing Director
POWER OF ATTORNEY
The undersigned, L.E. Wheeler, as a director (statutair directeur) of
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkie aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, The Netherlands
and its registered office at De Boelelsan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands (the "Company");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamioze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "Attorney")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 17 February 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Core; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 17th day of February 2003.
/s/ L.E. Wheeler
- ------------------------
Name: L.E. Wheeler
Title: Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, BURNS PHILP FOOD OVERSEAS HOLDINGS LIMITED, a company
incorporated under the laws of Australia having its seat and its registered
office at Level 23, 56 Pitt Street, New South Wales 2000, Australia, (the
"COMPANY");
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS"), individually with full powers of
substitution, to be the true and lawful attorneys of the Company and in such
capacity:
(a) to be present for and to vote on its behalf at the (extraordinary) general
meeting of shareholders of BURNS PHILP NETHERLANDS EUROPEAN HOLDING B.V., a
private company with limited liability (besloten vennootschap net beperkte
aansprakelijkheid) incorporated under the laws of The Netherlands, having
its seat at Amsterdam. The Netherlands and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands, to be held on or
about 17 February 2003, with respect to the approval, signing and adoption
of the resolutions by the board of managing directors of BURNS PHILP
NETHERLANDS EUROPEAN HOLDING B.V.; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Company hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or any
one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Company (Selbsteintritt); the Company will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 17th day of February 2003,
for and on behalf of
BURNS PHILP FOOD OVERSEAS HOLDINGS LIMITED
/s/ Helen Golding
- -------------------------
Name: Helen Golding
Title: Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, BURNS PHILP EUROPE LTD., a company incorporated under the laws
of England and Wales having its seat and its registered office at Victoria
House, 15 Gay Street, Bath BA1 2PH, United Kingdom, (the "COMPANY");
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws
of The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS"), individually with full powers of
substitution, to be the true and lawful attorneys of the Company and in such
capacity:
(a) to be present for and to vote on its behalf at the (extraordinary) general
meeting of shareholders of BURNS PHILP NETHERLANDS EUROPEAN HOLDING B.V., a
private company with limited liability (besloten vennootschap met beperkte
cansprakelijkheid) incorporated under the laws of The Netherlands, having
its seat at Amsterdam, The Netherlands and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands, to be held on or
about 17th February 2003, with respect to the approval, signing and
adoption of the resolutions by the board of managing directors of BURNS
PHILP NETHERLANDS EUROPEAN HOLDING B.V.; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Company hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any person designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or
any one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also
acts as the counterparty of the Company (Selbsteintritt); the Company will
ratify and confirm whatever the Attorneys shall lawfully do or cause to be done
pursuant to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
1
IN WITNESS whereof the Company has duly executed this power of attorney as
a deed on this ___ day of February 2003.
The Common Seal of BURNS )
PHILP EUROPE LIMITED )
[SEAL]
was hereunto affixed in the )
presence of: )
/s/ Lois Wheeler /s/ B. Hilliard
- ---------------------------------- --------------------------------------
Name: Lois Wheeler Name: Brenda Hilliard
Title: Director Title: Authorised Signatory
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.P. MORGAN AUSTRALIA LIMITED ABN 52 002 888 011 (the "BANK"),
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS") individually and with full powers
of substitution, to be the true and lawful attorneys of the undersigned and in
such capacity:
(a) to be present on its behalf at the (extraordinary) meeting of the
shareholders of BURNS PHILP NETHERLANDS EUROPEAN HOLDING B.V., a private
company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of The Netherlands, having
its seat at Amsterdam, The Netherlands and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY"),
to be held on or about 17 February 2003, with respect to, inter alia, the
approval, signing and adoption of certain resolutions by the board of
managing directors of the Company relating to amongst others:
the guarantee by the Company of an issue of high yield notes in the United
States by Burns, Philp & Company Limited or any of its subsidiaries; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Bank hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or any
one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Bank (Selbsteintritt); the Bank will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to them hereunder.
This power of attorney shall be effective for thirty (30) days from the date
hereof.
This power of attorney shall be governed by and shall be construed in accordance
with the laws of The Netherlands.
Signed this seventeenth day of February 2003,
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED,
/s/ Stuart G Neilson
- ------------------------
Name: Stuart G Neilson
Title: Director [J.P. MORGAN AUSTRALIA LIMITED SEAL]
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED,
/s/ Elizabeth H Sides
- -----------------------
Name: Elizabeth H Sides
Title: Secretary
-2-
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, A.P. HUGLI, as a managing director (statutair directeur) of
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, The Netherlands
and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 28 January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this Power
of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in accordance
with the laws of The Netherlands.
Signed this 27 day of January 2003,
/s/ A.P. Hugli
- ------------------------
Name: A.P. Hugli
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.T. Lynch, as a managing director (statutair directeur) of
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, The Netherlands
and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 29th January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 29 day of January 2003.
/s/ J.T. Lynch
- ------------------------
Name: J.T. Lynch
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.G. McKenna, as a managing director (statutoir directeur) of
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, and its
registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands, and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 29 January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 29 day of January 2003.
/s/ J.G. McKenna
- ------------------------
Name: J.G. McKenna
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, L.E. Wheeler, as a director (statutair directeur) of
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, The Netherlands
and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 29 January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 28 day of January 2003.
/s/ L.E. Wheeler
- ------------------------
Name: L.E. Wheeler
Title: Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, BURNS PHILP FOOD OVERSEAS HOLDINGS LIMITED, a company
incorporated under the laws of Australia having its seat and its registered
office at Level 23, 56 Pitt Street, New South Wales 2000, Australia, (the
"COMPANY");
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws
of The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS"), individually with full powers of
substitution, to be the true and lawful attorneys of the Company and in such
capacity:
(a) to be present for and to vote on its behalf at the (extraordinary) general
meeting of shareholders of BURNS PHILP NETHERLANDS EUROPEAN HOLDING B.V., a
private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of The Netherlands, having
its seat at Amsterdam, The Netherlands and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands, to be held on or
about 28 January 2003, with respect to the approval, signing and adoption
of the resolutions by the board of managing directors of BURNS PHILP
NETHERLANDS EUROPEAN HOLDING B.V.; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Company hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or
any one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also
acts as the counterparty of the Company (Selbsteintritt); the Company will
ratify and confirm whatever the Attorneys shall lawfully do or cause to be done
pursuant to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in accordance
with the laws of The Netherlands.
Signed this 28 day of January 2003,
for and on behalf of
BURNS PHILP FOOD OVERSEAS HOLDINGS LIMITED
/s/ Greg Quirk
- -----------------------------------
Name: Greg Quirk
Title: Director
-2-
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.P. MORGAN AUSTRALIA LIMITED ABN 52 002 888 011 (the "Bank"),
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS") individually and with full powers
of substitution, to be the true and lawful attorneys of the undersigned and in
such capacity:
(a) to be present on its behalf at the (extraordinary) meeting of shareholders
of BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with
limited liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated under the laws of The Netherlands, having its seat at
Amsterdam. The Netherlands and its registered office at De Boelelaan 7
OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY"), to be held
on or about 28 January 2003, with respect to, inter alia, the approval,
signing and adoption of certain resolutions by the board of managing
directors of the Company relating to amongst others:
the guarantee by the Company of an issue of high yield notes in the United
States by Burns, Philp & Company Limited or any of its subsidiaries; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Bank hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or any
one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Bank (Selbsteintritt); the Bank will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to them hereunder.
This power of attorney shall be effective for thirty (30) days from the date
hereof.
This power of attorney shall be governed by and shall be construed in accordance
with the laws of The Netherlands.
Signed this 28th day of January 2003,
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED,
/s/ Stuart G. Neilson
- ------------------------
Name: Stuart G. Neilson
Title: Director
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED,
/s/ Elizabeth H Sides
- -----------------------
Name: Elizabeth H Sides
Title: Secretary
-2-
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, L.E. WHEELER, as a director (statutair directeur) of BURNS
PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, The Netherlands
and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 13th January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this Power
of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in accordance
with the laws of The Netherlands.
Signed this 13th day of January 2003,
/s/ L.E. Wheeler
- ------------------------
Name: L.E. Wheeler
Title: Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.T. LYNCH, as a managing director (statutair directeur) of
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, The Netherlands
and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 13 January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 13 day of January 2003.
/s/ J.T. Lynch
- ------------------------
Name: J.T. Lynch
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, A.P. HUGLI, as a managing director (statutair directeur) of
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, The Netherlands
and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 14 January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this Power
of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in accordance
with the laws of The Netherlands.
Signed this 14 day of January 2003,
/s/ A.P. Hugli
- ------------------------------------
Name: A.P. Hugli
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.G. MCKENNA, as a managing director (statutair directeur) of
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, having its seat at Amsterdam, and its
registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands, and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 13 January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 13 day of January 2003.
/s/ J.G. McKenna
- ------------------------
Name: J.G. McKenna
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, BURNS PHILP FOOD OVERSEAS HOLDINGS LIMITED, a company
incorporated under the laws of Australia having its seat and its registered
office at Level 23, 56 Pitt Street, New South Wales 2000, Australia, (the
"COMPANY");
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS"), individually with full powers of
substitution, to be the true and lawful attorneys of the Company and in such
capacity:
(a) to be present and for and to vote on its behalf at the (extraordinary)
general meeting of shareholders of the Company, to be held on or about 14
January 2003, with respect to the approval, signing and adoption of the
resolutions by the board of managing directors of BURNS PHILP NETHERLANDS
EUROPEAN HOLDING B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under the laws
of The Netherlands, having its seat at Amsterdam, The Netherlands and its
registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Company hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or any
one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Company (Selbsteintritt); the Company will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 14 day of January 2003,
for and on behalf of
BURNS PHILP FOOD OVERSEAS HOLDINGS LIMITED
/s/ Gregory Quirk
- -------------------------------------------
Name: GREGORY QUIRK
Title: Director
/s/ Helen Golding
- -------------------------------------------
Name: HELEN GOLDING
Title: Director
-2-
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.P. MORGAN AUSTRALIA LIMITED ABN 52 002 888 011 (the "Bank"),
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "Attorneys"), individually and with full powers
of substitution, to be the true and lawful attorneys of the undersigned and in
such capacity:
(a) to be present on its behalf at the (extraordinary) meeting of the
shareholders of BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V., a private
company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of The Netherlands, having
its seat at Amsterdam, The Netherlands and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "Company"),
to be held on or about 13 January 2003, with respect to the approval,
signing and adoption of the resolutions by the board of managing directors
of the Company relating to the guarantee by the Company of an issue of high
yield notes in the United States by Burns, Philp & Company Limited or its
subsidiaries; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Bank hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or any
one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Bank (Selbsteintritt); the Bank will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to them hereunder.
This power of attorney shall be effective for thirty (30) days from the date
hereof.
This power of attorney shall be governed by and shall be construed in accordance
with the laws of The Netherlands.
Signed this 13th day of January 2003,
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED,
/s/ Stuart G Neilson
- ------------------------
Name: Stuart G Neilson
Title: Director
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED,
/s/ Elizabeth H Sides
- -----------------------
Name: Elizabeth H Sides
Title: Secretary
-2-
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, BURNS PHILP EUROPE LTD., a company incorporated under the laws
of England and Wales having its seat and its registered office at Victoria
House, 15 Gay Street, Bath BA1 2PH, United Kingdom, (the "COMPANY");
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS"), individually with full powers of
substitution, to be the true and lawful attorneys of the Company and in such
capacity:
(a) to be present for and to vote on its behalf at the (extraordinary) general
meeting of shareholders of the Company, to be held on or about 13 January
2003, with respect to the approval, signing and adoption of the
resolutions by the board of managing directors of BURNS PHILP NETHERLANDS
EUROPEAN HOLDINGS B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under the laws
of The Netherlands, having its seat at Amsterdam, The Netherlands and its
registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Company hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or any
one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Company (Selbsteintritt); the Company will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of the Netherlands.
Executed as a deed this 13th day of January 2003,
The common Seal of )
[SEAL]
BURNS PHILP EUROPE LIMITED )
Was hereunto affixed in the presence of:)
/s/ Lois Wheeler
- -----------------
Name: Lois Wheeler
Title: Director
/s/ B. Hilliard
- ---------------
Name: Brenda Hilliard
Title: Authorised Signatory
-2-
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, BURNS PHILP EUROPE LTD., a company incorporated under the laws
of England and Wales having its seat and its registered office at Victoria
House, 15 Gay Street, Bath BA1 2PH, United Kingdom, (the "COMPANY");
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS"), individually with full powers of
substitution, to be the true and lawful attorneys of the Company and in such
capacity:
(a) to be present for and to vote on its behalf at the (extraordinary) general
meeting of shareholders of BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V.,
a private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) incorporated under the laws of The
Netherlands, having its seat at Amsterdam, The Netherlands and its
registered office at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands, to be held on or about 29th January 2003, with respect to the
approval, signing and adoption of the resolutions by the board of managing
directors of BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V.; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Company hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or any
one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Company (Selbsteintritt); the Company will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Executed as a deed this 28th day of January 2003,
The common Seal of )
(SEAL)
Burns Philp Europe Limited )
Was hereunto affixed in the presence of )
/s/ Lois Wheeler
- -----------------
Name: Lois Wheeler
Title: Director
/s/ B. Hilliard
- ---------------
Name: Brenda Hilliard
Title: Authorised Signatory
-2-
Burns Philp Treasury (Europe) B.V.
MR F. VAN DER RHEE, BILTSEWEG 15, 3735 MA BOSCH EN DUIN
GENERAL POWER OF ATTORNEY
The undersigned, FLORIS VAN DER RHEE, residing in 3735 MA BOSCH EN DUIN,
Biltseweg 15, The Netherlands, for these presents acting in his capacity as
Managing Director of Equity Trust Co. N.V.
A private limited liability company, established in accordance with the laws of
the Netherlands, having its registered offices at Officia I, De Boelelaan 7,
1083 HJ AMSTERDAM, The Netherlands, hereinafter referred to as the "Company"
HEREBY CONSTITUTES AND APPOINTS
Mr. Wolbert Hinrik Kamphuijs
resident of 1019 WD AMSTERDAM, Stuurmankade 278, The Netherlands, officiating in
Officia I, De Boelelaan 7, 1083 HJ AMSTERDAM, The Netherlands, as his true and
lawful Attorney with full powers to represent the Company, to sign any and all
papers for and on behalf of the Company of whatever nature, registration with
the Chamber of Commerce, and furthermore to do any and all such acts and things
on behalf of the Company as he in his sole discretion may deem necessary and
desirable, all this with the promise of ratification.
This power will automatically expire on 7 February 2003.
Dated: Amsterdam, 28 January 2003
/s/ F. van der Rhee
- --------------------------------
By: F. van der Rhee
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, A.P. HUGLI, as a managing director (statutair directeur) of
BURNS PHILP TREASURY (EUROPE) B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated under the
laws of The Netherlands, having its seat at Wapenveld, and its registered office
at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands, and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 17 February 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 17th day of February 2003.
/s/ A.P. Hugli
- ------------------------
Name: A.P. Hugli
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.T. Lynch, as a managing director (statutair directeur) of
BURNS PHILP TREASURY (EUROPE) B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated under the
laws of The Netherlands, having its seat at Wapenveld, and its registered office
at De Boelelaaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the
"COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 17 February 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 17 day of February 2003.
/s/ J.T. Lynch
- ------------------------
Name: J.T. Lynch
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.G. McKenna, as a managing director (statutair directeur) of
BURNS PHILP TREASURY (EUROPE) B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated under the
laws of The Netherlands, having its seat at Wapenveld and its registered office
at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about February 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 17 day of February 2003.
/s/ J.G. McKenna
- ------------------------
Name: J.G. McKenna
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, BURNS PHILP TREASURY (AUSTRALIA) LIMITED a company incorporated
under the laws of Australia having its seat and its registered office at Level
23, 56 Pitt Street, Sydney, New South Wales 2000, Australia, (the "COMPANY");
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam. The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS") individually and with full powers
of substitution, to be the true and lawful attorney of the Company and in such
capacity:
(a) to be present and for and to vote on its behalf at the (extraordinary)
general meeting of shareholders of BURNS PHILP TREASURY (EUROPE) B.V., a
private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of The Netherlands, having
its seat at Wapenveld, The Netherlands and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands to be held on or
about 17 February 2003, with respect to the approval, signing and adoption
of the resolutions by the board of managing directors of BURNS PHILP
TREASURY (EUROPE) B.V.; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Company hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any of them might incur for any steps taken by them or any one
of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Company (Selbsteintritt); the Company will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 17th day of February 2003,
For and on behalf of
BURNS PHILP TREASURY (AUSTRALIA) LIMITED
/s/ Helen Golding
- ---------------------------------------
Name: Helen Golding
Title: Director
-2-
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.P. MORGAN AUSTRALIA LIMITED ABN 52 002 888 011 (the "BANK"),
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam. The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS") individually and with full powers
of substitution, to be the true and lawful attorneys of the undersigned and in
such capacity:
(a) to be present on its behalf at the (extraordinary) meeting of the
shareholders of BURNS PHILP TREASURY (EUROPE) B.V., a private company with
limited liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated under the laws of The Netherlands, having its seat at
Wapenveld, The Netherlands and its registered office at De Boelelaan 7
OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY"), to be held
on or about 17 February 2003, with respect to, imer alia, the approval,
signing and adoption of certain resolutions by the board of managing
directors of the Company relating to amongst others:
the guarantee by the Company of an issue of high yield notes in the
United States by Burns Philp & Company Limited or its subsidiaries; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Bank hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or any
one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Bank (Selbsteintritt); the Bank will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to them hereunder.
This power of attorney shall be effective for thirty (30) days from the date
hereof.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this seventeenth day of February 2003,
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED.
/s/ Stuart G Neilson
- ---------------------------------------
Name: Stuart G Neilson
Title: Director
[ J.P MORGAN AUSTRALIA LIMITED COMMON SEAL A.C.N. 002888011]
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED,
/s/ Elizabeth H Sides
- ----------------------------------------
Name: Elizabeth H Sides
Title: Secretary
-2-
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, A.P. HUGLI, as a managing director (statutair directeur) of
BURNS PHILP TREASURY (EUROPE) B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated under the
laws of The Netherlands, having its seat at Wapenveld, and its registered office
at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 28 January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this Power
of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in accordance
with the laws of The Netherlands.
Signed this 27 day of January 2003,
/s/ A.P. Hugli
- ------------------------
Name: A.P. Hugli
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.G. McKenna, as a director (statutair directeur) of BURNS
PHILP TREASURY (EUROPE) B.V., a private company with limited liability (besloten
vennootschap met beperkie aansprakelijkheid) incorporated under the laws of The
Netherlands, having its seat at Wapenveld, and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamioze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetal) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 29th January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 29th day of January 2003.
/s/ J.G. McKenna
- ------------------------
Name: J.G. McKenna
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.T. Lynch, as a director (statutair directeur) of BURNS PHILP
NETHERLANDS (EUROPE) B.V., a private company with limited liability (besloten
vennootschap met beperkie aansprakelijkheid) incorporated under the laws of The
Netherlands, having its seat at Wapenveld and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamioze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 29th January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 29 day of January 2003.
/s/ J.T. Lynch
- ------------------------
Name: J.T. Lynch
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, BURNS PHILP TREASURY (AUSTRALIA) LIMITED, a company
incorporated under the laws of Australia having its seat and its registered
office at Level 23, 56 Pitt Street, Sydney, New South Wales 2000, Australia,
(the "COMPANY");
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS"), individually and with full powers
of substitution, to be the true and lawful attorney of the Company and in such
capacity:
(a) to be present for and to vote on its behalf at the (extraordinary)
general meeting of shareholders of BURNS PHILP TREASURY (EUROPE) B.V., a
private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of The Netherlands, having
its seat at Wapenveld, The Netherlands and its registered office at De
Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands to be held on or
about 28 January 2003, with respect to the approval, signing and adoption
of the resolutions by the board of managing directors of BURNS PHILP
TREASURY (EUROPE) B.V.; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Company hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any of them might incur for any steps taken by them or any one
of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Company (Selbsteintritt); the Company will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 28th day of January 2003,
for and on behalf of
BURNS PHILP TREASURY (AUSTRALIA) LIMITED
/s/ Greg Quirk
- ---------------------------------------
Name: GREG QUIRK
Title: Director
-2-
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.P. MORGAN AUSTRALIA LIMITED ABN 52 002 888 011 (the "BANK"),
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS"), individually and with full powers
of substitution, to be the true and lawful attorneys of the undersigned and in
such capacity:
(a) to be present on its behalf at the (extraordinary) meeting of shareholders
of BURNS PHILP TREASURY (EUROPE) B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated under the laws of The Netherlands, having its seat at
Wapenveld, The Netherlands and its registered office at De Boelelaan 7
OFFICIA I, 1983 HJ Amsterdam, The Netherlands (the "COMPANY"), to be held
on or about 28 January 2003, with respect to, inter alia, the approval,
signing and adoption of certain resolutions by the board of managing
directors of the Company relating to amongst others, the approval of
certain financing documents and the granting of certain guarantees and/or
securities in respect of those financing documents by the Company; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Bank hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or any
one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Bank (Selbsteintritt); the Bank will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to them hereunder.
This power of attorney shall be effective for thirty (30) days from the date
hereof.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 28th day of January 2003,
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED.
/s/ Stuart G. Neilson
- ---------------------------------------
Name: Stuart G. Neilson
Title: Director
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED,
/s/ Elizabeth H Sides
- ----------------------------------------
Name: Elizabeth H Sides
Title: Secretary
-2-
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.G. MCKENNA, as a managing director (statutair directeur) of
BURNS PHILP TREASURY (EUROPE) B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheld) incorporated under the
laws of The Netherlands, having its seat at Wapenveld, and its registered office
at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam. The Netherlands, and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 13 January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 13 day of January 2003.
/s/ J.G. McKenna
- ------------------------
Name: J.G.McKenna
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.T. LYNCH, as a managing director (statutair directeur) of
BURNS PHILP TREASURY (EUROPE) B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated under the
laws of The Netherlands, having its seat at Wapenveld, and its registered office
at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 13 January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 13 day of January 2003,
/s/ J.T. Lynch
- ------------------------
Name: J.T. Lynch
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, A.P. HUGLI, as a managing director (statutair directeur) of
BURNS PHILP TREASURY (EUROPE) B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated under the
laws of The Netherlands, having its seat at Wapenveld, and its registered office
at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY");
HEREBY APPOINTS EQUITY TRUST CO. N.V., a company limited by shares (naamloze
vennootschap) incorporated under the laws of The Netherlands, having its seat
(statutaire zetel) at Amsterdam, The Netherlands and its registered office at
De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "ATTORNEY")
individually and with full powers of substitution, to be the true and lawful
attorney of the undersigned and in such capacity:
(a) to be present and for and on his behalf at the (extraordinary) meeting of
the shareholders of the Company, to be held on or about 14 January 2003,
and to exercise the rights of the undersigned in respect of the advisory
vote, which the undersigned has pursuant to Section 2:227 paragraph 4 of
the Dutch Civil Code; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The undersigned hereby covenants and agrees to indemnify and to hold harmless
the Attorney or any persons designated hereunder by it from and against any
liability it might incur for any steps taken by it in connection with this
Power of Attorney.
This appointment also applies to situations where the Attorney also acts as the
counterparty of the undersigned (Selbsteintritt); the undersigned will ratify
and confirm whatever the Attorney shall lawfully do or cause to be done pursuant
to the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 14 day of January 2003.
/s/ A.P. Hugli
- ------------------------
Name: A.P. Hugli
Title: Managing Director
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, J.P. MORGAN AUSTRALIA LIMITED ABN 52 002 888 011 (the "BANK"),
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS") individually with full powers of
substitution, to be the true and lawful attorneys of the undersigned and in such
capacity:
(a) to be present on its behalf at the (extraordinary) meeting of the
shareholders of BURNS PHILP TREASURY (EUROPE) B.V., a private company with
limited liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated under the laws of The Netherlands, having its seat at
Wapenveld, The Netherlands and its registered office at De Boelelaan 7
OFFICIA I, 1083 HJ Amsterdam, The Netherlands (the "COMPANY"), to be held
on or about 13 February 2003, with respect to the approval, signing and
adoption of the resolutions by the board of managing directors of the
Company relating to the guarantee by the Company of an issue of high-yield
notes in the United States by Burns, Philp and Company Limited or its
subsidiaries; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Bank hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any one of them might incur for any steps taken by them or any
one of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Bank (Selbsteintritt); the Bank will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to them hereunder.
This power of attorney shall be effective for thirty (30) days from the date
hereof.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 13th day of January 2003,
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED,
/s/ Stuart G Neilson
- ---------------------------------------
Name: Stuart G Neilson
Title: Director
For and on behalf of J.P. MORGAN AUSTRALIA LIMITED,
/s/ Elizabeth H Sides
- ----------------------------------------
Name: Elizabeth H Sides
Title: Secretary
-2-
EXECUTION COPY
POWER OF ATTORNEY
The undersigned, BURNS PHILP TREASURY (AUSTRALIA) LIMITED, a company
incorporated under the laws of Australia having its seat and its registered
office at Level 23, 56 Pitt Street, Sydney, New South Wales 2000, Australia,
(the "COMPANY");
HEREBY APPOINTS each of the managing directors of EQUITY TRUST CO. N.V., a
company limited by shares (naamloze vennootschap) incorporated under the laws of
The Netherlands, having its seat (statutaire zetel) at Amsterdam, The
Netherlands and its registered office at De Boelelaan 7 OFFICIA I, 1083 HJ
Amsterdam, The Netherlands (the "ATTORNEYS"), individually and with full powers
of substitution, to be the true and lawful attorney of the Company and in such
capacity:
(a) to be present for and to vote on its behalf at the (extraordinary) general
meeting of shareholders of the Company, to be held on or about 14 January
2003, with respect to the approval, signing and adoption of the
resolutions by the board of managing directors of BURNS PHILP TREASURY
(EUROPE) B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under the laws
of The Netherlands, having its seat at Wapenveld, The Netherlands and its
registered office at De Boelelaan7 OFFICIA I, 1083 HJ Amsterdam, The
Netherlands; and
(b) to do all such other acts and things that may be necessary or useful in
connection with the aforesaid.
The Company hereby covenants and agrees to indemnify and to hold harmless the
Attorneys or any persons designated hereunder by them from and against any
liability they or any of them might incur for any steps taken by them or any one
of them in connection with this Power of Attorney.
This appointment also applies to situations where one of the Attorneys also acts
as the counterparty of the Company (Selbsteintritt); the Company will ratify and
confirm whatever the Attorneys shall lawfully do or cause to be done pursuant to
the powers conferred to it hereunder.
This power of attorney shall be governed by and shall be construed in
accordance with the laws of The Netherlands.
Signed this 14 day of January 2003,
For and on behalf of
BURNS PHILP TREASURY (AUSTRALIA) LIMITED
/s/ G.J. Quirk
- ---------------------------------------
Name: G.J. Quirk
Title: Director
/s/ H.D. Golding
- ----------------------------------------
Name: H.D. Golding
Title: Director
-2-
Goodman Finance Limited
POWER OF ATTORNEY
- ---------------
BPCNZ1 LIMITED
Power of Attorney
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
1. Appointment.............................................................. 2
2. Power and Authority...................................................... 2
3. Delegation............................................................... 2
4. Ratification............................................................. 3
5. Conflict of Interest..................................................... 3
6. Indemnity................................................................ 3
7. Revocability............................................................. 3
8. Attorney's personal liability............................................ 3
9. Registration............................................................. 4
10. Governing law............................................................ 4
-i-
Power of Attorney
- --------------------------------------------------------------------------------
DATE 14 January 2003
This Power of Attorney is given by
BPCNZ1 Limited (the PRINCIPAL)
in favour of each Attorney (as defined below).
It is declared as follows.
1. APPOINTMENT
The Principal appoints each person named in Schedule 1 and any person for
the time being or from time to time holding the office of director or
secretary in the Principal (each an ATTORNEY) severally as the attorney of
the Principal with the powers and authorities conferred by this Power of
Attorney.
2. POWER AND AUTHORITY
Each Attorney may, in the Principal's name or in his or her own name and as
the Principal's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed) and deliver the
document or documents described in Schedule 2 (each a DOCUMENT) and
any document ancillary to any Document and execute any amendments
(including by way of an amending agreement) post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document.
(c) Do anything and sign, execute, seal and deliver any documents that, in
the opinion of the Attorney, may be necessary or incidental to any
transaction or dealing contemplated by any Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any of
the powers and authorities conferred by this deed (other than the power of
delegation conferred by this clause) and may replace a sub-attorney. All
provisions of this deed relating to Attorneys apply to a sub-attorney.
Power of Attorney
- --------------------------------------------------------------------------------
4. RATIFICATION
The Principal ratifies and agrees to ratify everything done or caused to
be done by an Attorney under this Power of Attorney.
5. CONFLICT OF INTEREST
An Attorney may execute a Document or do anything (and that Document or
thing will be valid) even if the Attorney is in any way:
(a) interested in the Document or thing; or
(b) connected with a person who is in any way interested in the Document
or thing.
6. INDEMNITY
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities conferred
by this Power of Attorney.
7. REVOCABILITY
The powers and authorities conferred by this Power of Attorney on an
Attorney may not be revoked or suspended except by written notice by the
Principal to that Attorney. Any person or body corporate or unincorporate
dealing with an Attorney in good faith may rely on a written statement by
the Attorney to the effect that the Attorney has no notice of the
revocation or suspension of his or her powers and authorities as conclusive
evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by
this Power of Attorney does not:
(a) connote a warranty, express or implied, on the part of that Attorney
or on the part of any body in which he or she is a partner or employed
as to:
(i) that Attorney's authority to exercise the power; or
(ii) the validity of this Power of Attorney; or
(b) involve any assumption by that Attorney, or any body in which he or
she is a partner or employed, of personal liability in connection with
the exercise of the powers and authorities or the consequences of so
doing.
Power of Attorney
- -------------------------------------------------------------------------------
9. REGISTRATION
The Principal shall, if necessary, register this Power of Attorney wherever
required to give effect to its terms. If the Principal fails to do so, the
Attorney may register this Power of Attorney and claim reimbursement from
the Principal of any costs reasonably incurred in doing so.
10. GOVERNING LAW
This deed is governed by the laws of New Zealand.
EXECUTED by the Principal as a deed poll:
BPCNZ1 LIMITED by:
/s/ Helen Golding /s/ Allen Hugli
- ---------------------------------- ---------------------------------------
Director Director
HELEN GOLDING ALLEN HUGLI
- ---------------------------------- ---------------------------------------
Print Name Print Name
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 1
ATTORNEYS
NAME ADDRESS
Thomas Degnan Level 23, 56 Pitt Street, Sydney,
New South Wales
Helen Golding Level 23, 56 Pitt Street, Sydney,
New South Wales
Allen Hugli Level 23, 56 Pitt Street, Sydney,
New South Wales
Greg Quirk Level 23, 56 Pitt Street, Sydney,
New South Wales
Philip West Level 23, 56 Pitt Street, Sydney,
New South Wales
George Petty 8 California Street, #600 San
Francisco, CA 94111, United States
of America
Herb Blum 240 Larkin Williams Industrial
Court, Fenton, MO 63026,
United States of America
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney,
New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney,
New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney,
New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney,
New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney,
New South Wales
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 2
DOCUMENTS
1. Any Indenture between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
Indenture.
3. Registration Rights Agreement between Burns Philp Capital Pty Limited
(and, if applicable, any co-issuer or co-obligor), each Guarantor and the
Initial Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
6. Exchange Registration Statement by Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor) and each Guarantor.
7. Shelf Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the ORIGINAL SECURITIES) or the Exchange
Notes and the accompanying Exchange Note Guarantees (the EXCHANGE
SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
Power of Attorney
- --------------------------------------------------------------------------------
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Senior Subordinated Notes and the
Exchange Notes.
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office
forms).
Burns Philp (New Zealand) Limited
POWER OF ATTORNEY
- -----------------
BURNS PHILP (NEW ZEALAND) LIMITED
Power of Attorney
TABLE OF CONTENTS
1. Appointment.......................................................2
2. Power and Authority...............................................2
3. Delegation........................................................2
4. Ratification......................................................3
5. Conflict of Interest..............................................3
6. Indemnity.........................................................3
7. Revocability......................................................3
8. Attorney's personal liability.....................................3
9. Registration......................................................4
10. Governing law.....................................................4
-i-
Power of Attorney
- --------------------------------------------------------------------------------
Date 14 January 2003
This Power of Attorney is given by
Burns Philp (New Zealand) Limited (the PRINCIPAL)
in favour of each Attorney (as defined below).
It is declared as follows.
1. APPOINTMENT
The Principal appoints each person named in Schedule 1 and any person for
the time being or from time to time holding the office of director or
secretary in the Principal (each an ATTORNEY) severally as the attorney of
the Principal with the powers and authorities conferred by this Power of
Attorney.
2. POWER OF AUTHORITY
Each Attorney may, in the Principal's name or in his or her own name and as
the Principal's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed) and deliver the
document or documents described in Schedule 2 (each a DOCUMENT) and
any document ancillary to any Document and execute any amendments
(including by way of an amending agreement) post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document.
(c) Do anything and sign, execute, seal and deliver any documents that,
in the opinion of the Attorney, may be necessary or incidental to
any transaction or dealing contemplated by any Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any of
the powers and authorities conferred by this deed (other than the power of
delegation conferred by this clause) and may replace a sub-attorney. All
provisions of this deed relating to Attorneys apply to a sub-attorney.
Power of Attorney
- --------------------------------------------------------------------------------
4. RATIFICATION
The Principal ratifies and agrees to ratify everything done or caused to be
done by an Attorney under this Power of Attorney.
5. CONFLICT OF INTEREST
An Attorney may execute a Document or do anything (and that Document or
thing will be valid) even if the Attorney is in any way:
(a) interested in the Document or thing; or
(b) connected with a person who is in any way interested in the Document
or thing.
6. INDEMNITY
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities conferred
by this Power of Attorney.
7. REVOCABILITY
The powers and authorities conferred by this Power of Attorney on an
Attorney may not be revoked or suspended except by written notice by the
Principal to that Attorney. Any person or body corporate or unincorporate
dealing with an Attorney in good faith may rely on a written statement by
the Attorney to the effect that the Attorney has no notice of the
revocation or suspension of his or her powers and authorities as conclusive
evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by
this Power of Attorney does not:
(a) connote a warranty, express or implied, on the part of that Attorney
or on the part of any body in which he or she is a partner or employed
as to:
(i) that Attorney's authority to exercise the power; or
(ii) the validity of this Power of Attorney; or
(b) involve any assumption by that Attorney, or any body in which he or
she is a partner or employed, of personal liability in connection with
the exercise of the powers and authorities or the consequences of so
doing.
Power of Attorney
- --------------------------------------------------------------------------------
9. REGISTRATION
The Principal shall, if necessary, register this Power of Attorney wherever
required to give effect to its terms. If the Principal fails to do so, the
Attorney may register this Power of Attorney and claim reimbursement from
the Principal of any costs reasonably incurred in doing so.
10. GOVERNING LAW
This deed is governed by the laws of New Zealand.
EXECUTED by the Principal as a deed poll:
BURNS PHILP (NEW ZEALAND) LIMITED by:
/s/ R. MEAGHER /s/ ALLEN HUGLI
- ----------------------------------- -----------------------------------
Director Director
R. MEAGHER ALLEN HUGLI
- ----------------------------------- -----------------------------------
Print Name Print Name
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 1
ATTORNEYS ADDRESS
NAME
Thomas Degnan Level 23, 56 Pitt Street, Sydney,
New South Wales
Helen Golding Level 23, 56 Pitt Street, Sydney,
New South Wales
Allen Hugli Level 23, 56 Pitt Street, Sydney,
New South Wales
Greg Quirk Level 23, 56 Pitt Street, Sydney,
New South Wales
Philip West Level 23, 56 Pitt Street, Sydney,
New South Wales
George Petty 8 California Street, #600 San
Francisco, CA 94111, United States
of America
Herb Blum 240 Larkin Williams Industrial
Court, Fenton, MO 63026,
United States of America
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney,
New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney,
New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney,
New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney,
New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney,
New South Wales
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 2
DOCUMENTS
1. Any Indenture between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
Indenture.
3. Registration Rights Agreement between Burns Philp Capital Pty Limited
(and, if applicable, any co-issuer or co-obligor), each Guarantor and the
Initial Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
6. Exchange Registration Statement by Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor) and each Guarantor.
7. Shelf Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the ORIGINAL SECURITIES) or the Exchange
Notes and the accompanying Exchange Note Guarantees (the EXCHANGE
SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
Power of Attorney
- --------------------------------------------------------------------------------
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Senior Subordinated Notes and the
Exchange Notes.
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office
forms).
New Zealand Food Industries Limited
POWER OF ATTORNEY
- -----------------
NEW ZEALAND FOOD INDUSTRIES LIMITED
Power of Attorney
TABLE OF CONTENTS
1. Appointment.......................................................2
2. Power and Authority...............................................2
3. Delegation........................................................2
4. Ratification......................................................3
5. Conflict of Interest..............................................3
6. Indemnity.........................................................3
7. Revocability......................................................3
8. Attorney's personal liability.....................................3
9. Registration......................................................4
10. Governing law.....................................................4
-i-
Power of Attorney
- --------------------------------------------------------------------------------
DATE 14 January 2003
This Power of Attorney is given by
New Zealand Food Industries Limited (the PRINCIPAL)
in favour of each Attorney (as defined below).
It is declared as follows.
1. APPOINTMENT
The Principal appoints each person named in Schedule 1 and any person for
the time being or from time to time holding the office of director or
secretary in the Principal (each an ATTORNEY) severally as the attorney of
the Principal with the powers and authorities conferred by this Power of
Attorney.
2. POWER AND AUTHORITY
Each Attorney may, in the Principal's name or in his or her own name and as
the Principal's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed) and deliver the
document or documents described in Schedule 2 (each a DOCUMENT) and
any document ancillary to any Document and execute any amendments
(including by way of an amending agreement) post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document.
(c) Do anything and sign, execute, seal and deliver any documents that, in
the opinion of the Attorney, may be necessary or incidental to any
transaction or dealing contemplated by any Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any of
the powers and authorities conferred by this deed (other than the power of
delegation conferred by this clause) and may replace a sub-attorney. All
provisions of this deed relating to Attorneys apply to a sub-attorney.
Power of Attorney
- --------------------------------------------------------------------------------
4. RATIFICATION
The Principal ratifies and agrees to ratify everything done or caused to be
done by an Attorney under this Power of Attorney.
5. CONFLICT OF INTEREST
An Attorney may execute a Document or do anything (and that Document or
thing will be valid) even if the Attorney is in any way:
(a) interested in the Document or thing; or
(b) connected with a person who is in any way interested in the Document
or thing.
6. INDEMNITY
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities conferred
by this Power of Attorney.
7. REVOCABILITY
The powers and authorities conferred by this Power of Attorney on an
Attorney may not be revoked or suspended except by written notice by the
Principal to that Attorney. Any person or body corporate or unincorporate
dealing with an Attorney in good faith may rely on a written statement by
the Attorney to the effect that the Attorney has no notice of the
revocation or suspension of his or her powers and authorities as conclusive
evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by
this Power of Attorney does not:
(a) connote a warranty, express or implied, on the part of that Attorney
or on the part of any body in which he or she is a partner or employed
as to:
(i) that Attorney's authority to exercise the power; or
(ii) the validity of this Power of Attorney; or
(b) involve any assumption by that Attorney, or any body in which he or
she is a partner or employed, of personal liability in connection with
the exercise of the powers and authorities or the consequences of so
doing.
Power of Attorney
- --------------------------------------------------------------------------------
9. REGISTRATION
The Principal shall, if necessary, register this Power of Attorney wherever
required to give effect to its terms. If the Principal fails to do so, the
Attorney may register this Power of Attorney and claim reimbursement from
the Principal of any costs reasonably incurred in doing so.
10. GOVERNING LAW
This deed is governed by the laws of New Zealand.
EXECUTED by the Principal as a deed poll:
NEW ZEALAND FOOD INDUSTRIES LIMITED
by:
/s/ R.P. MEAGHER /s/ A.P. HUGLI
- ----------------------------------- -----------------------------------
Director Director
R.P. MEAGHER A.P. HUGLI
- ----------------------------------- -----------------------------------
Print Name Print Name
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 1
ATTORNEYS
NAME ADDRESS
Thomas Degnan Level 23, 56 Pitt Street, Sydney,
New South Wales
Helen Golding Level 23, 56 Pitt Street, Sydney,
New South Wales
Allen Hugli Level 23, 56 Pitt Street, Sydney,
New South Wales
Greg Quirk Level 23, 56 Pitt Street, Sydney,
New South Wales
Philip West Level 23, 56 Pitt Street, Sydney,
New South Wales
George Petty 8 California Street, #600 San
Francisco, CA 94111, United States
of America
Herb Blum 240 Larkin Williams Industrial
Court, Fenton, MO 63026,
United States of America
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney,
New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney,
New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney,
New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney,
New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney,
New South Wales
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 2
DOCUMENTS
1. any Indenture between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
Indenture.
3. Registration Rights Agreement between Burns Philp Capital Pty Limited
(and, if applicable, any co-issuer or co-obligor), each Guarantor and the
Initial Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
6. Exchange Registration Statement by Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor) and each Guarantor.
7. Shelf Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the ORIGINAL SECURITIES) or the Exchange
Notes and the accompanying Exchange Note Guarantees (the EXCHANGE
SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Senior Subordinated Notes and the
Exchange Notes.
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities
and Investments Commission, Office of State Revenue, and Land Titles Office
forms)
Burns Philp Peru S.A.C.
Power of Attorney
- ------------------------------------
BURNS PHILP PERU S.A.C.
Additional Senior Subordinated Notes
Power of Attorney
TABLE OF CONTENTS
1. Appointment.......................................................
2. Power and Authority...............................................
3. Delegation........................................................
4. Ratification......................................................
5. Conflict of Interest..............................................
6. Indemnity.........................................................
7. Revocability......................................................
8. Attorney's Personal Liability.....................................
9. Registration......................................................
10. Governing Law.....................................................
Schedule 1........................................................
-i-
Power of Attorney
- --------------------------------------------------------------------------------
DATE: February 7, 2003
PARTIES
Burns Philp Peru S.A.C., incorporated in Peru (the PRINCIPAL), represented by
Sergio Oquendo Heraud.
It is declared as follows.
1. APPOINTMENT
The Principal appoints each person named in paragraph (a) of Schedule 1
and any person for the time being or from time to time holding the
office of director or secretary in the Principal (each an ATTORNEY)
severally as the attorney of the Principal with the powers and
authorities conferred by this deed.
2. POWER AND AUTHORITY
Each Attorney may, in the Principal's name or in his or her own name and
as the Principal's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed) and deliver the
document or documents described in paragraph (b) of Schedule 1
(each a DOCUMENT) and any document ancillary to any Document and
execute any amendments (including by was of an amending agreement)
post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document.
(c) Do anything and sign, execute, seal and deliver any documents
that, in the opinion of the Attorney, may be necessary or
incidental to any transaction or dealing contemplated by any
Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any
of the powers and authorities conferred by this deed (other than the
power of delegation conferred by this clause) and may replace a
sub-attorney. All provisions of this deed relating to Attorneys apply to
a sub-attorney,
4. RATIFICATION
The Principal ratifies and agrees to ratify everything done or caused to
be done by an Attorney under this Power of Attorney.
-1-
Power of Attorney
- ------------------------------------------------------------------------------
5. CONFLICT OF INTEREST
An Attorney may execute a Document or Additional Document or do anything
(and that Document or Additional Document or thing will be valid) even if
the Attorney is in any way:
(a) interested in the Document or Additional Document or thing; or
(b) connected with a person who is in any way interested in the Document
or Additional Document or thing.
6. INDEMNITY
The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred suffered
by or brought or made or recovered against the Attorney in connection with
the exercise of any of the powers and authorities conferred by this deed.
7. REVOCABILITY
The powers and authorities conferred by this deed on an Attorney may not be
revoked or suspended except by written notice by the Principal to that
Attorney. Any person or body corporate or unincorporate dealing with an
Attorney in good faith may rely on a written statement by the Attorney to
the effect that the Attorney has no notice of the revocation or suspension
of his or her powers and authorities as conclusive evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by this
deed does not involve any assumption by that Attorney, or any body in which
he or she is a partner or employed, of personal liability in connection
with the exercise of the powers and authorities or the consequences of so
doing.
9. REGISTRATION
The Principal shall, if necessary, register this deed wherever required to
give effect to its terms. If the Principal fails to do so, the Attorney may
register this deed and claim reimbursement from the Principal of any costs
reasonably incurred in doing so.
10. GOVERNING LAW
This deed is governed by the laws of Peru.
-2-
Power of Attorney
- --------------------------------------------------------------------------------
EXECUTED and delivered as a deed in Lima, Peru.
Signed, Sealed and Delivered by Burns Philp Peru S.A.C.:
/s/ Sergio Oquendo Heraud
- ----------------------------------
Representative Signature
Name: Sergio Oquendo Heraud
-3-
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 1
(a) ATTORNEYS ADDRESS
NAME
Thomas Degnan Level 23, 56 Pitt Street, Sydney,
New South Wales
Helen Golding Level 23, 56 Pitt Street, Sydney,
New South Wales
Allen Hugli Level 23, 56 Pitt Street, Sydney,
New South Wales
Greg Quirk Level 23, 56 Pitt Street, Sydney,
New South Wales
Philip West Level 23, 56 Pitt Street, Sydney,
New South Wales
George Petty 921, 98th Avenue, Oakland, CA
94603, United States of America
Herb Blum 240 Larkin Williams Industrial
Court, Fenton, MO 63026,
United States of America
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney,
New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney,
New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney,
New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney,
New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney,
New South Wales
-4-
Power of Attorney
(b) DOCUMENTS
1. Any Indenture between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the appointed trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
indenture.
3. Registration Rights Agreement between Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
6. Exchange Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
7. Shelf Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the ORIGINAL SECURITIES) or the Exchange
Notes and the accompanying Exchange Note Guarantees (the EXCHANGE
SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Senior Subordinated Notes and the
Exchange Notes.
-5-
Power of Attorney
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office
forms).
-6-
Burns Philp (U.K.) plc
BY THIS POWER OF ATTORNEY made on 17th February 2003 BURNS PHILP (U.K.) PLC a
company registered in the United Kingdom having its registered office at
Victoria House, 15 Gay Street, Bath, Avon BA1 2PH (the "COMPANY") HEREBY
APPOINTS each person named in Schedule 1 to this power of attorney and any
person for the time being or from time to time holding the office of director or
secretary in the Company or in Burns Philp & Company Limited (ABN 65 000 000
359)(the Company's ultimate parent company) (the "PARENT") severally, the true
and lawful attorneys of the Company (each an "ATTORNEY"), each Attorney to
approve, do, make and execute for and in the name of and on behalf of the
Company all acts, documents, deeds, matters and things for the purposes of and
in connection with guaranteeing the obligations of Burns Philp Capital Pty
Limited (the "AUSTRALIAN ISSUER"), a wholly owned subsidiary of the Parent and
Burns Philp Capital (U.S.) Inc. (the "U.S. ISSUER" and together with the
Australian Issuer, the "ISSUERS"), if determined to be necessary by a committee
of the board of directors of the Parent), in respect of US$210 million senior
subordinated notes (the "SENIOR SUBORDINATED NOTES") to be issued by the Issuers
and, in particular (but without limitation), to approve and enter into for and
on behalf of the Company the documents referred to in Schedule 2 to this power
of attorney and such other documents or deeds in connection therewith upon such
terms as he/she may in his/her absolute discretion determine (subject to such
prior consultation on matters of principle with any member of the board of the
Company as he/she is able to make PROVIDED THAT no person dealing with any
Attorney shall be concerned with or obliged to enquire as to or otherwise be
affected by any such consultation or failure to consult by that Attorney).
IT IS HEREBY DECLARED that:
1. every act, document, matter and thing which shall be made executed or done
by each Attorney for the aforesaid purposes shall be as good, valid and
effective as if the same had been made, executed or done by the Company;
2 the Company hereby ratifies and confirms and agrees to ratify and confirm
from time to time and at all times everything that each Attorney shall do or
cause to be done by virtue of and in accordance with this power of attorney
including in such ratification and confirmation everything that shall be
done between the time of the revocation of this power of attorney and the
time of such revocation becoming known to that Attorney; and
3. the Company shall indemnify and keep indemnified each Attorney from and
against all demands, claims, costs and expenses which may be brought against
or incurred by him/her as a result hereof.
This power of attorney shall in any event lose its validity and cease to be
effective on and after 31 December 2022.
Save as expressly provided to the contrary, the parties do not intend any term
of this Power of Attorney to be enforceable pursuant to the Contracts (Rights of
Third Parties) Act 1999.
1
This power of attorney shall be governed by and construed in accordance with the
laws of England.
IN WITNESS whereof the Company has duly executed this Deed the day and year
first before written.
The Common Seal of BURNS )
PHILP (U.K.) PLC )
was hereunto affixed in the)
presence of: ) [SEAL]
/s/ LOIS WHEELER /s/ BRENDA HILLIARD
- ----------------------------- -----------------------------------
Name: Lois Wheeler Name: Brenda Hilliard
Title: Director Title: Authorised Signatory
2
SCHEDULE 1
THE ATTORNEYS
- --------------------------------------------------------------------------------
NAME OF ATTORNEY ADDRESS
- --------------------------------------------------------------------------------
Thomas Degnan Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Helen Golding Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Allen Hugli Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Greg Quirk Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Philip West Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
George Petty 921, 98th Avenue Oakland, CA
94603, United States of America
- --------------------------------------------------------------------------------
Herb Blum 240 Larkin Williams Industrial
Court, Fenton, MO 63026,
United States of America
- --------------------------------------------------------------------------------
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Justin Pelly MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Melita Cottrell MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Patrick Lowden MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Tuyet Nguyen MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
3
SCHEDULE 2
The Documents
1. Any Indenture between the Issuer (and, if applicable, the Co-issuer), each
Guarantor (including the Company) and Wells Fargo Bank, National
Association as the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
Indenture.
3. Registration Rights Agreement between the Issuer (and, if applicable, the
Co-issuer), each Guarantor and Credit Suisse First Boston as the Initial
Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between the Issuer (and, if applicable, the Co-issuer),
each Guarantor and the Initial Purchaser.
6. Exchange Registration Statement by the Issuer (and, if applicable, the
Co-issuer), and each Guarantor.
7. Shelf Registration Statement by the Issuer (and, if applicable, the
Co-issuer), and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the "ORIGINAL SECURITIES") or the Exchange
Notes and the accompanying Exchange Note Guarantees (the "EXCHANGE
SECURITIES").
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depositary Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Senior Subordinated Notes and the
Exchange Notes.
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office
forms).
4
BY THIS POWER OF ATTORNEY made on 10th February 2003 BURNS PHILP (U.K.) PLC a
company registered in the United Kingdom having its registered office at
Victoria House, 15 Gay Street, Bath, Avon BA1 2PH (the "COMPANY") HEREBY
APPOINTS each person named in Schedule 1 to this power of attorney and any
person for the time being or from time to time holding the office of director or
secretary in the Company or in Burns Philp & Company Limited (ABN 65 000 000
359)(the Company's ultimate parent company)(the "PARENT") severally, the true
and lawful attorneys of the Company (each an "ATTORNEY"), each Attorney to
approve, do, make and execute for and in the name of and on behalf of the
Company all acts, documents, deeds, matters and things for the purposes of and
in connection with guaranteeing the obligations of Burns Philp Capital Pty
Limited (the "ISSUER"), a wholly owned subsidiary of the Parent (and a U.S.
incorporated co-issuer or co-obligor (the "CO-ISSUER"), if determined to be
necessary by a committee of the board of directors of the Parent), in respect of
US$200 million senior subordinated notes (the "SENIOR SUBORDINATED NOTES") to be
issued by the Issuer (and, if applicable, the Co-issuer) and, in particular (but
without limitation), to approve and enter into for and on behalf of the Company
the documents referred to in Schedule 2 to this power of attorney and such other
documents or deeds in connection therewith upon such terms as he/she may in
his/her absolute discretion determine (subject to such prior consultation on
matters of principle with any member of the board of the Company as he/she is
able to make PROVIDED THAT no person dealing with any Attorney shall be
concerned with or obliged to enquire as to or otherwise be affected by any such
consultation or failure to consult by that Attorney).
IT IS HEREBY DECLARED that:
1. every act, document, matter and thing which shall be made executed or done
by each Attorney for the aforesaid purposes shall be as good, valid and
effective as if the same had been made, executed or done by the Company;
2. the Company hereby ratifies and confirms and agrees to ratify and confirm
from time to time and at all times everything that each Attorney shall do
or cause to be done by virtue of and in accordance with this power of
attorney including in such ratification and confirmation everything that
shall be done between the time of the revocation of this power of attorney
and the time of such revocation becoming known to that Attorney; and
3. the Company shall indemnify and keep indemnified each Attorney from and
against all demands, claims, costs and expenses which may be brought
against or incurred by him/her as a result hereof.
This power of attorney shall in any event lose its validity and cease to be
effective on and after 31 December 2022.
Save as expressly provided to the contrary, the parties do not intend any term
of this Power of Attorney to be enforceable pursuant to the Contracts (Rights
of Third Parties) Act 1999.
1
The power of attorney shall be governed by and construed in accordance with the
laws of England.
IN WITNESS whereof the Company has duly executed this Deed the day and year
first before written.
The Common Seal of BURNS )
[SEAL]
PHILP (U.K.) PLC )
was hereunto affixed in the )
presence of: )
/s/ Lois Wheeler /s/ B. Hilliard
- --------------- -----------------
Name: Lois Wheeler Name: Brenda Hilliard
Title: Director Title: Authorised Signatory
2
SCHEDULE 1
The Attorneys
- --------------------------------------------------------------------------------
Name of Attorney Address
- --------------------------------------------------------------------------------
Thomas Degnan Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Helen Golding Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Allen Hugli Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Greg Quirk Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Philip West Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
George Petty 921, 98th Avenue Oakland, CA
94603, United States of America
- --------------------------------------------------------------------------------
Herb Blum 240 Larkin Williams Industrial
Court, Fenton, MO 63026,
United States of America
- --------------------------------------------------------------------------------
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Justin Pelly MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Melita Cottrell MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Patrick Lowden MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Tuyet Nguyen MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
3
SCHEDULE 2
THE DOCUMENTS
1. Any Indenture between the Issuer (and, if applicable, the Co-issuer), each
Guarantor (including the Company) and Wells Fargo Bank, National
Association as the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
Indenture.
3. Registration Rights Agreement between the Issuer (and, if applicable, the
Co-issuer), each Guarantor and Credit Suisse First Boston as the Initial
Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between the Issuer (and, if applicable, the Co-issuer),
each Guarantor and the Initial Purchaser.
6. Exchange Registration Statement by the Issuer (and, if applicable, the
Co-issuer), and each Guarantor.
7. Shelf Registration Statement by the Issuer (and, if applicable, the
Co-issuer) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the "ORIGINAL SECURITIES") or the Exchange
Notes and the accompanying Exchange Note Guarantees (the "EXCHANGE
SECURITIES").
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Senior Subordinated Notes and the
Exchange Notes.
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office
forms).
4
BY THIS POWER OF ATTORNEY made on 14 January 2003 BURNS PHILP (U.K.) PLC a
company registered in the United Kingdom having its registered office at
Victoria House, 15 Gay Street, Bath, Avon BA1 2PH (the "COMPANY") HEREBY
APPOINTS each person named in Schedule 1 to this power of attorney and any
person for the time being or from time to time holding the office of director or
secretary in the Company or in Burns Philp & Company Limited (ABN 65 000 000
359) (the Company's ultimate parent company) (the "PARENT") severally, the true
and lawful attorneys of the Company (each an "ATTORNEY"), each Attorney to
approve, do, make and execute for and in the name of and on behalf of the
Company all acts, documents, deeds, matters and things for the purposes of and
in connection with guaranteeing the obligations of Burns Philp Capital Pty
Limited (the "ISSUER"), a wholly owned subsidiary of the Parent in respect of
US$150 million senior unsecured subordinated notes due 2012 (the "SENIOR
SUBORDINATED NOTES") to be issued by the Issuer and, in particular (but without
limitation), to approve and enter into for and on behalf of the Company the
documents referred to in Schedule 2 to this power of attorney and such other
documents or deeds in connection therewith upon such terms as he/she may in
his/her absolute discretion determine (subject to such prior consultation on
matters of principle with any member of the board of the Company as he/she is
able to make PROVIDED THAT no person dealing with any Attorney shall be
concerned with or obliged to enquire as to or otherwise be affected by any such
consultation or failure to consult by that Attorney).
IT IS HEREBY DECLARED that:
1. every act, document, matter and thing which shall be made executed or done
by each Attorney for the aforesaid purposes shall be as good, valid and
effective as if the same had been made, executed or done by the Company;
2. the Company hereby ratifies and confirms and agrees to ratify and confirm
from time to time and at all times everything that each Attorney shall do
or cause to be done by virtue of and in accordance with this power of
attorney including in such ratification and confirmation everything that
shall be done between the time of the revocation of this power of attorney
and the time of such revocation becoming known to that Attorney; and
3. the Company shall indemnify and keep indemnified each Attorney from and
against all demands, claims, costs and expenses which may be brought
against or incurred by him/her as a result hereof.
This power of attorney shall in any event lose its validity and cease to be
effective on and after 31 December 2022.
Save as expressly provided to the contrary, the parties do not intend any term
of this Power of Attorney to be enforceable pursuant to the Contracts (Rights
of Third Parties) Act 1999.
1
The power of attorney shall be governed by and construed in accordance with the
laws of England.
IN WITNESS whereof the Company has duly executed this Deed the day and year
first before written.
The Common Seal of BURNS )
[SEAL]
PHILP (U.K.), PLC )
was hereunto affixed in the )
presence of: )
/s/ Lois Wheeler /s/ B. Hilliard
- --------------- -----------------
Name: Lois Wheeler Name: Brenda Hilliard
Title: Director Title: Authorised Signatory
2
SCHEDULE 1
The Attorneys
- --------------------------------------------------------------------------------
Name of Attorney Address
- --------------------------------------------------------------------------------
Thomas Degnan Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Helen Golding Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Allen Hugli Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Greg Quirk Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Philip West Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
George Petty 921, 98th Avenue Oakland, CA
94603, United States of America
- --------------------------------------------------------------------------------
Herb Blum 240 Larkin Williams Industrial
Court, Fenton, MO 63026,
United States of America
- --------------------------------------------------------------------------------
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Justin Pelly MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Melita Cottrell MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Patrick Lowden MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
Tuyet Nguyen MLC Centre, Martin Place, Sydney,
New South Wales, Australia
- --------------------------------------------------------------------------------
3
SCHEDULE 2
THE DOCUMENTS
1. Any Indenture between the Issuer (and, if applicable, any co-issuer or
co-obligor), each Guarantor (including the Company) and Bank of New York as
the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
Indenture.
3. Registration Rights Agreement between the Issuer (and, if applicable, any
co-issuer or co-obligor), each Guarantor and Credit Suisse First Boston as
the Initial Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between the Issuer (and, if applicable, any co-issuer or
co-obligor), each Guarantor and the Initial Purchaser.
6. Exchange Registration Statement by the Issuer (and, if applicable, any
co-issuer or co-obligor) and each Guarantor.
7. Shelf Registration Statement by the Issuer (and, if applicable, any
co-issuer or co-obligor) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the "ORIGINAL SECURITIES") or the Exchange
Notes and the accompanying Exchange Note Guarantees (the "EXCHANGE
SECURITIES").
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Senior Subordinated Notes and the
Exchange Notes.
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office
forms).
4
Flodden S.A.
Power of Attorney
- ------------------------------------
FLODDEN S.A. (THE "COMPANY" IN SCHEDULE 1)
Additional Senior Subordinated Notes
Power of Attorney
TABLE OF CONTENTS
1. Appointment.......................................................1
2. Power and Authority...............................................1
3. Delegation........................................................1
4. Ratification......................................................1
5. Conflict of Interest..............................................2
6. Indemnity.........................................................2
7. Revocability......................................................2
8. Attorney's personal liability.....................................2
9. Registration......................................................2
10. Governing law.....................................................3
Schedule 1........................................................5
Schedule 2........................................................7
Schedule 3.......................................................10
-i-
Power of Attorney
- --------------------------------------------------------------------------------
DATE
PARTIES
1. THE COMPANY
IT IS DECLARED AS FOLLOWS.
1. APPOINTMENT
The Company appoints each person named in paragraph (a) of Schedule 2
and any person for the time being or from time to time holding the
office of director in the Company (each an Attorney) severally as the
attorney of the Company with the powers and authorities conferred by
this deed.
2. POWER AND AUTHORITY
Each Attorney may, in the Company's name or in his or her own name and as the
Company's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed) and deliver the
document or documents described in paragraph (b) of Schedule 2
(each a DOCUMENT) and any document ancillary to any Document and
execute any amendments (including by was of an amending agreement)
post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document.
(c) Do anything and sign, execute, seal and deliver any documents
that, in the opinion of the Attorney, may be necessary or
incidental to any transaction or dealing contemplated by any
Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any
of the powers and authorities conferred by this deed (other than the
power of delegation conferred by this clause) and may replace a
sub-attorney. All provisions of this deed relating to Attorneys apply to
a sub-attorney,
4. RATIFICATION
The Company ratifies and agrees to ratify everything done or caused to
be done by an Attorney under this Power of Attorney.
-1-
Power of Attorney
- -------------------------------------------------------------------------------
5. CONFLICT OF INTEREST
An Attorney may execute a Document or Additional Document or do anything
(and that Document or Additional Document or thing will be valid) even if
the Attorney is in any way:
(a) interested in the Document or Additional Document or thing; or
(b) connected with a person who is in any way interested in the Document
or Additional Document or thing.
6. INDEMNITY
The Company shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities conferred
by this deed.
7. REVOCABILITY
The powers and authorities conferred by this deed on an Attorney may not be
revoked or suspended except by written notice by the Company to that
Attorney. Any person or body corporate or unincorporate dealing with an
Attorney in good faith may rely on a written statement by the Attorney to
the effect that the Attorney has no notice of the revocation or suspension
of his or her powers and authorities as conclusive evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by this
deed does not involve any assumption by that Attorney, or any body in which
he or she is a partner or employed, of personal liability in connection
with the exercise of the powers and authorities or the consequences of so
doing.
9. REGISTRATION
The Company shall, if necessary, register this deed wherever required to
give effect to its terms. If the Company fails to do so, the Attorney may
register this deed and claim reimbursement from the Company of any costs
reasonably incurred in doing so.
-2-
Power of Attorney
- ------------------------------------
10. GOVERNING LAW
This deed is governed by the laws of Uruguay.
EXECUTED and delivered as a deed in Montevideo, Uruguay on January 9, 2003.
/s/ Christiam Olt Acosta y Lara
- -------------------------------
CHRISTIAM OLT ACOSTA Y LARA
President of Flodden S.A.
-3-
Power of Attorney
- --------------------------------------------------------------------------------
Schedule 1
FLODDEN S.A.
-4-
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 2
(a) ATTORNEYS
NAME ADDRESS
Thomas Degnan Level 23, 56 Pitt Street, Sydney,
New South Wales
Helen Golding Level 23, 56 Pitt Street, Sydney,
New South Wales
Allen Hugli Level 23, 56 Pitt Street, Sydney,
New South Wales
Greg Quirk Level 23, 56 Pitt Street, Sydney,
New South Wales
Philip West Level 23, 56 Pitt Street, Sydney,
New South Wales
George Petty 921, 98th Avenue, Oakland, CA
94603, United States of America
Herb Blum 240 Larkin Williams Industrial
Court, Fenton, MO 63026,
United States of America
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney,
New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney,
New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney,
New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney,
New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney,
New South Wales
-5-
Power of Attorney
(b) DOCUMENTS
1. Any Indenture between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
Indenture.
3. Registration Rights Agreement between Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
6. Exchange Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
7. Shelf Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the ORIGINAL SECURITIES) or the Exchange
Notes and the accompanying Exchange Note Guarantees (the EXCHANGE
SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Senior Subordinated Notes and the
Exchange Notes.
-6-
Power of Attorney
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office
forms).
-7-
Greensted S.A.
Power of Attorney
- --------------------------------------------------------------------------------
GREENSTED S.A. (THE "COMPANY" IN SCHEDULE 1)
Additional Senior Subordinated Notes
Power of Attorney
TABLE OF CONTENTS
1. Appointment.......................................................2
2. Power and Authority...............................................2
3. Delegation........................................................2
4. Ratification......................................................2
5. Conflict of interest..............................................2
6. Indemnity.........................................................3
7. Revocability......................................................3
8. Attorney's personal liability.....................................3
9. Registration......................................................3
10. Governing law.....................................................4
Schedule 1........................................................5
Schedule 2........................................................7
Schedule 3.......................................................10
-i-
Power of Attorney
- --------------------------------------------------------------------------------
DATE
PARTIES
1. The COMPANY
IT IS DECLARED AS FOLLOWS.
1. APPOINTMENT
The Company appoints each person named in paragraph (a) of Schedule 2
and any person for the time being or from time to time holding the
office of director in the Company (each an Attorney) severally as the
attorney of the Company with the powers and authorities conferred by
this deed.
2. POWER AND AUTHORITY
Each Attorney may, in the Company's name or in his or her own name and as the
Company's act, do any of the following.
(a) Make, sign, execute, seal (in the case of a deed) and deliver the
document or documents described in paragraph (b) of Schedule 2
(each a DOCUMENT) and any document ancillary to any Document and
execute any amendments (including by was of an amending agreement)
post signing.
(b) Supplement, make alterations to and complete any blanks in any
Document.
(c) Do anything and sign, execute, seal and deliver any documents
that, in the opinion of the Attorney, may be necessary or
incidental to any transaction or dealing contemplated by any
Document.
3. DELEGATION
An Attorney may appoint one or more sub-attorneys to exercise all or any
of the powers and authorities conferred by this deed (other than the
power of delegation conferred by this clause) and may replace a
sub-attorney. All provisions of this deed relating to Attorneys apply to
a sub-attorney,
4. RATIFICATION
The Company ratifies and agrees to ratify everything done or caused to
be done by an Attorney under this Power of Attorney.
5. CONFLICT OF INTEREST
An Attorney may execute a Document or Additional Document or do anything
(and that Document or Additional Document or thing will be valid) even
if the Attorney is in any way:
Power of Attorney
- --------------------------------------------------------------------------------
(a) interested in the Document or Additional Document or thing; or
(b) connected with a person who is in any way interested in the Document
or Additional Document or thing.
6. INDEMNITY
The Company shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or
suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities
conferred by this deed.
7. REVOCABILITY
The powers and authorities conferred by this deed on an Attorney may not
be revoked or suspended except by written notice by the Company to that
Attorney. Any person or body corporate or unincorporate dealing with an
Attorney in good faith may rely on a written statement by the Attorney to
the effect that the Attorney has no notice of the revocation or suspension
of his or her powers and authorities as conclusive evidence of that fact.
8. ATTORNEY'S PERSONAL LIABILITY
The exercise by an Attorney of the powers and authorities conferred by
this deed does not involve any assumption by the Attorney, or any body in
which he or she is a partner or employed, of personal liability in
connection with the exercise of the powers and authorities or the
consequences of so doing.
9. REGISTRATION
The Company shall, if necessary, register this deed wherever required to
give effect to its terms. If the Company fails to do so, the Attorney may
register this deed and claim reimbursement from the Company of any costs
reasonably incurred in doing so.
Power of Attorney
- --------------------------------------------------------------------------------
10. GOVERNING LAW
This deed is governed by the laws of Uruguay.
EXECUTED and delivered as a deed in Montevideo, Uruguay on January 9, 2003.
/s/ Christiam Olt Acosta y Lara
- ----------------------------------------
CHRISTIAM OLT ACOSTA Y LARA
President of Greensted S.A.
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 1
GREENSTED S.A.
Power of Attorney
- --------------------------------------------------------------------------------
Schedule 2
(a) ATTORNEYS
NAME ADDRESS
Thomas Degnan Level 23, 56 Pitt Street, Sydney,
New South Wales
Helen Golding Level 23, 56 Pitt Street, Sydney,
New South Wales
Allen Hugli Level 23, 56 Pitt Street, Sydney,
New South Wales
Greg Quirk Level 23, 56 Pitt Street, Sydney,
New South Wales
Philip West Level 23, 56 Pitt Street, Sydney,
New South Wales
George Petty 921, 98th Avenue, Oakland, CA
94603, United States of America
Herb Blum 240 Larkin Williams Industrial
Court, Fenton, MO 63026,
United States of America
Elizabeth Vuong Level 23, 56 Pitt Street, Sydney,
New South Wales
Justin Pelly MLC Centre, Martin Place, Sydney,
New South Wales
Melita Cottrell MLC Centre, Martin Place, Sydney,
New South Wales
Patrick Lowden MLC Centre, Martin Place, Sydney,
New South Wales
Tuyet Nguyen MLC Centre, Martin Place, Sydney,
New South Wales
Power of Attorney
(b) DOCUMENTS
1. Any Indenture between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the relevant
Indenture.
3. Registration Rights Agreement between Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser.
6. Exchange Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
7. Shelf Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantees (the ORIGINAL SECURITIES) or the Exchange
Notes and the accompanying Exchange Note Guarantees (the EXCHANGE
SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Senior Subordinated Notes and the Exchange Notes in the Portal market,
a subsidiary of the Nasdaq Stock Market, Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Senior
Subordinated Notes and the Exchange Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Senior Subordinated Notes and the
Exchange Notes.
Power of Attorney
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission, Australian Securities and
Investments Commission, Office of State Revenue, and Land Titles Office
forms).
EXHIBIT B
BURNS PHILP GUATEMALA S.A.
TRANSLATION
Number twenty five (25).- In the City of Guatemala, today, January twenty, of
year two thousand and three, before me, Edgar Renato Cheng Tabarini, Notary
Public, is present Ms. Lorena Barrios Pinzon, who is of twenty-seven years of
age, single, Guatemalan, Notary Public and Attorney, with residence on this
domicile, and whom I personally know; she is acting on behalf and representation
of the entity "Burns Philp Guatemala, Sociedad Anonima", and accredits the
representation she exercises with: a) Notarial Certificate of her appointment as
Vice President of the Board of Directors of the entity "Burns Philp Guatemala,
Sociedad Anonima". Such Notarial Certificate was authorized by Notary Public
Edgar Renato Cheng Tabarini on September twenty-four of year two thousand and
two, and was recorded on the General Mercantile Registry of the Republic of
Guatemala under number one hundred ninety seven thousand two hundred and fifteen
(197215), page one hundred and thirty (130) of Book one hundred and twenty four
(124) of Commercial Auxiliaries; b) Minute number six (6),of the General Regular
- - all present- Stockholders Meeting of the same entity, held on this country, on
January 16, of year two thousand and three, and which was written on pages
twenty one through thirty two of the Book of Record of Stockholders Meeting
Minutes of the entity "Burns Philp Guatemala, Sociedad Anonima". This Book was
authorized by the General Mercantile Registry of the Republic of Guatemala on
November four of year two thousand and two, and authorized by the Tax Revenue
Office on November four of year two thousand and two. On Clause eight, numeral
two of such Minute, Ms. Lorena Barrios Pinzon was authorized to grant this
public instrument. I, Notary Public, attest: a) To have had before me the
documentation related, and that such provides sufficient grounds to exercise
this representation by Ms. Lorena Barrios Pinzon, and that in my opinion and in
accordance with the law, it is sufficient for the execution hereof; That the
appearing person affirmed to be of the general data set forth, and that she is
in the free exercise of her civil rights; and c) That she, with the
representation she is exercising, hereby grants a SPECIAL POWER OF ATTORNEY WITH
REPRESENTATION, contained under the following clauses:
Representation in favor of the following persons: Thomas Degnan, Helen Golding,
Allen Hugli, Greg Quirk, Philip West, George Petty, Herb Blum, Elizabeth Vuong,
Justin Pelly, Melita Cottrell, Patrick Lowden and Tuyet Nguyen to represent,
either jointly or severally, indistinctly, the entity "Burns Philp Guatemala,
Sociedad Anonima", in all jurisdictions that they may be required, conferring to
the Attorneys-in-fact the following special faculties set forth below: (A) Make,
sign, execute, seal (in the case of a deed) and deliver the following document
or documents and any document ancillary to any Document and execute any
amendments (including by was of an amending agreement) post signing: (i) Any
Indenture between Burns Philp Capital Pty Limited (and, if applicable, any
co-issuer or co-obligor), each Guarantor and the Trustee; (ii) Senior
Subordinated Note Guarantee on the terms set forth in the relevant Indenture;
(iii) Registration Rights Agreement between Burns Philp Capital Pty Limited
(and, if applicable, any co-issuer or co-obligor), each Guarantor and the
Initial Purchaser; (iv)
Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement; (v) Purchase Agreement between Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser; (vi)
Exchange Registration Statement by Burns Philp Capital Pty Limited (and,
if applicable, any co-issuer or co-obligor) and each Guarantor; (vii) Shelf
Registration Statement by Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor) and each Guarantor; (viii) Any applications,
declarations or other instruments necessary or advisable to obtain any order or
approval of the United States Securities and Exchange Commission or any other
relevant regulatory authority in connection with the Senior Subordinated Notes
and the accompanying Senior Subordinated Note Guarantees (the Original
Securities) or the Exchange Notes and the accompanying Exchange Note Guarantees
(the Exchange Securities); (ix) Any papers and documents including, but not
limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process, necessary or advisable to
qualify
inclusion of the Senior Subordinated Notes and the Exchange Notes in the Portal
market, a subsidiary of the Nasdaq Stock Market, Inc; (xi) Any agreements as may
be necessary or advisable to effect the appointment of The Depository Trust
Company as depositary with respect to the Senior Subordinated Notes and the
Exchange Notes; (xii) Any agreements as may be necessary or advisable to effect
the appointment of Bank of New York, as Trustee for the Senior Subordinated
Notes and the Exchange Notes; (xiii) Any document which the relevant Attorney
thinks necessary, advisable or incidental in connection with any other Document
or any transaction contemplated by any other Document (including without
limitation relevant United States Securities and Exchange Commission, Australian
Securities and Investments Commission, Office of State Revenue, and Land Titles
Office forms). (B) Supplement, make alterations to and complete any blanks in
any Document; and (C) Do anything and sign, execute, seal and deliver any
documents that, in the opinion of the Attorney, may be necessary or incidental
to any transaction or dealing contemplated by any Document. SECOND: The
appearing person, with the representation that exercises, states her absolute
agreement with such Special Power of Attorney with Representation, contained in
the clauses set forth above. I, Notary Public, attest: That I thoroughly read
the document to the grantor, who was well imposed of its contents, purposes,
legal effects, and of the obligation of recordal of such public instrument. The
appearing party ratifies, accepts and signs this document, together with the
authorizing Notary Public. I attest of all statements contained herein.
/s/ L. Barrios Pinzon
/s/ Seal of Notary Public
BURNS PHILP FOOD, S.A.
[TRANSLATION]
MINUTES OF THE DECISIONS OF THE SOLE SHAREHOLDER OF
BURNS PHILP FOOD, S.A. (SOLE SHAREHOLDER COMPANY)
In Amsterdam, on January 14, 2003, BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS BV,
validly represented jointly by Ms. Lois Wheeler and EQUITY TRUST, NV, the latter
being in its turn represented by Mr. Van De Rhee, acting in its capacity as Sole
Shareholder of BURNS PHILP FOOD, S.A. (Sole Shareholder company) (the
"COMPANY"),has considered the following circumstances in relation to a projected
note issue by a company within the Company's and the Sole Shareholder's group of
companies:
(a) On June 21, 2002, BURNS PHILP CAPITAL FTY LIMITED (the "ISSUER") issued
by way of private placement in aggregate principal amount US$400
million 934% Senior Subordinated Notes due 2012 pursuant to an
indenture among the Issuer, each Guarantor (as defined below) and Bank
of New York as Trustee (the "INDENTURE"and the "EXISTING SENIOR
SUBORDINATED NOTES").
(b) On December 13, 2002, BURNS, PHILP & COMPANY LIMITED (the "PARENT")
announced it intended, through a wholly owned subsidiary, to make a
conditional, off-market, cash takeover bid (the "BID') for all the
issued ordinary shares in GOODMAN FIELDER LIMITED at A$1.85 per share.
(c) The Issuer, a company registered in the Australian Capital Territory,
is -like the Company and BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS BV-
a wholly-owned subsidiary of the Parent.
(d) In order to provide part of the financing necessary to consummate the
Bid and/or financing for working capital and other general corporate
purposes, the Issuer will issue and sell in a private placement senior
subordinated notes of up to US$150.0 million in aggregate principal
amount, subject to reduction at the discretion of a Committee of the
Board of Directors of Parent comprising Mr. Graeme Hart and Mr. Thomas
Degnan (the "PRICING COMMITTEE") (the "SENIOR SUBORDINATED
NOTES"),either pursuant to, in the Pricing Committee's discretion:
(i) the existing Indenture, as additional debt securities to the
Existing Senior Subordinated Notes, or
(ii) a new indenture, in terms substantially similar to the terms
of the Indenture, between the Issuer, each Guarantor (as
defined below), Bank of New York as Trustee and a US
incorporated co-issuer or co-obligor (the CO-ISSUER) if so
decided by the Pricing Committee, in its discretion (the "NEW
INDENTURE") as a new issue of debt securities.
The Parent has proposed and authorised that the Senior Subordinated
Notes be guaranteed by the Parent and some of its subsidiaries,
including the Company (collectively, the "GUARANTORS"), by means of the
execution of the above-
mentioned indentures, whereby the Guarantors will be required to
jointly and severally, fully and unconditionally, guarantee the
Issuer's obligations (and the Co-Issuer's obligations, as the case may
be) under the Senior Subordinated Notes, containing the guarantees and
relevant subordination provisions, which guarantees will rank behind
existing and future guarantees of senior debt of the Guarantors. In any
case, Guarantors will remain obliged for the Existing Senior
Subordinated Notes as set forth in the Indenture, as and if amended.
(e) Additionally, the Issuer (and, if applicable, the Co-issuer)
and the Guarantors (among other parties) will be required to
enter into, with Credit Suisse First Boston Corporation,
initial purchaser of the Senior Subordinated Notes (the
"INITIAL PURCHASER"), a purchase agreement and a registration
rights agreement for the offer and sale of the Senior
Subordinated Notes, all of them governed by the laws of New
York, USA (the "PURCHASE AGREEMENT" and the "REGISTRATION
RIGHTS AGREEMENT", respectively). In accordance with the
Registration Rights Agreement, the Issuer (and, if applicable,
the Co-issuer) and the Guarantors will agree, among other
things, to file (i) a registration statement under the US
Securities Act covering debt securities identical in all
material respects to the Senior Subordinated Notes in a like
aggregate principal amount (the "EXCHANGE NOTES"), which
Exchange Notes will be jointly and severally, fully and
unconditionally, guaranteed by the Guarantors and will be
offered in exchange for the Senior Subordinated Notes; and
(ii) in certain circumstances, a shelf registration statement
to register the Senior Subordinated Notes under the Securities
Act.
(f) The Company, as Guarantor will be required to execute any
documents and/or agreements whatsoever as may be necessary or
convenient in relation to the Senior Subordinated Notes and
Exchange Notes to which it will be a party, including whatever
registration statements, whether pursuant to applicable
legislation or otherwise (the "SUPPLEMENTARY DOCUMENTS").
(g) The transactions referred to in the preceding paragraphs ARE
further described in more detail within the document drafted
in English entitled "Project Test: Explanatory Memorandum",
dated December 19, 2002, that the Parent has delivered to the
Company and is attached to these Minutes as ANNEX (the
"EXPLANATORY MEMORANDUM").
Taking into consideration the documentation submitted to the Sole Shareholder,
it considers that the whole transaction described above is deemed advisable and
in the best interest of the Company, on the basis that it is in the best
interest of the Parent, and that the giving by the Company of the financial
assistance contemplated in the whole transaction would not materially prejudice
the interests of the Company, the creditors, or the members of the Company or
any class of its creditors or members, nor would it materially prejudice the
Company's ability to pay its creditors.
In view of the aforementioned circumstances, and relying on the Parent's
assessment of the economic benefits of the transactions referred to above and
group's solvency analysis, as provided in a Group Solvency Report, the Sole
Shareholder has taken the following:
DECISIONS
FIRST: To authorise and instruct the Company's Board of Directors to undertake
the execution, formalisation, delivery and performance, on the terms
and subject to the conditions deemed most appropriate for the Company,
of the Senior Subordinated Notes and the Exchange Notes (collectively,
the "Notes") whereby the Company will be jointly and severally, fully
and unconditionally, guaranteeing the Issuer's and, as the case may be,
the Co- Issuer's obligations under the Notes, the Purchase Agreement
and the Registration Rights Agreement, as well, as the case may be, the
New Indenture, pursuant to the terms of the Explanatory Memorandum
attached hereto as ANNEX, as well as any Supplementary Documents
whatsoever.
SECOND: To authorise and instruct the Company's Board of Directors to carry out
any complementary acts and/or execute any documents and powers
whatsoever that might be necessary or appropriate in relation to the
execution, formalisation, delivery, performance and full effectiveness
of any of the documents and transactions referred to above, the Board
of Directors being required to ensure that all instructions herein
shall be duly complied with.
And in witness hereof, in our condition as joint representatives of BURNS PHILP
NETHERLANDS EUROPEAN HOLDINGS BV, we hereby draft these minutes in the name of
the Company's Sole Shareholder and on its behalf, at the above indicated place
and date.
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS BV
By:
/S/ Lois Wheeler /s/ Van De Rhee
- ------------------------ --------------------------
Ms. Lois Wheeler EQUITY TRUST, NV
By: Mr. Van De Rhee
MINUTES OF THE BOARD OF DIRECTORS OF
BURNS PHILP FOOD, S.A. (SOLE SHAREHOLDER COMPANY)
These Minutes contain the resolutions passed by the Board of Directors of BURNS
PHILP FOOD, S.A. (Sole Shareholder company) (the "COMPANY"), whose members are
Mr. John Lynch, Mr. Dennis Lamberth and Mr. John McKenna, following the written
procedure, approved with the favorable vote of all the referred members on
January 14, 2003.
It is hereby stated that all the members of the Board of Directors have accepted
to follow the written procedure and that, within the term provided in the
By-laws of the Company, written communications from all of the Board members
(copies of which are filed at the Secretary's office) voting in favor of the
resolutions transcribed below, have been received at the Secretary's office.
Therefore, the following resolutions have been validly approved by unanimity:
"FIRST.- EXECUTION OF DOCUMENTS IN RELATION TO A PROPOSED ISSUE OF NOTES
Based on the information supplied by the Company's Sole Shareholder, the
projected note issue by a company within the Company's and the Sole
Shareholder's group of companies can be described as follows:
(a) On June 21, 2002, BURNS PHILP CAPITAL PTY LIMITED (the "ISSUER") issued
by way of private placement in aggregate principal amount US$400
million 9 3/4% Senior Subordinated Notes due 2012 pursuant to an
indenture among the Issuer, each Guarantor (as defined below) and Bank
of New York as Trustee (the "INDENTURE" and the "EXISTING SENIOR
SUBORDINATED NOTES").
(b) On December 13, 2002, BURNS, PHILP & COMPANY LIMITED (the "PARENT")
announced it intended, through a wholly owned subsidiary, to make a
conditional, off-market, cash takeover bid (the "BID") for all the
issued ordinary shares in GOODMAN FIELDER LIMITED at A$1.85 per share.
(c) The Issuer, a company registered in the Australian Capital Territory,
is -like the Company and BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS BV-
a wholly-owned subsidiary of the Parent.
(d) In order to provide part of the financing necessary to consummate the
Bid and or financing for working capital and other general corporate
purposes, the Issuer will issue and sell in a private placement senior
subordinated notes of up to US$150.0 million in aggregate principal
amount, subject to reduction at the discretion of a
Committee of the Board of Directors of Parent comprising Mr. Graeme
Hart and Mr. Thomas Degnan (the "PRICING COMMITTEE") (the "SENIOR
SUBORDINATED NOTES"),either pursuant to, in the Pricing Committee's
discretion:
(i) the existing Indenture, as additional debt securities to the
Existing Senior Subordinated Notes, or
(ii) a new indenture, in terms substantially similar to the terms
of the Indenture, between the Issuer, each Guarantor (as
defined below), Bank of New York as Trustee and a US
incorporated co-issuer or co-obligor (the CO-ISSUER) if so
decided by the Pricing Committee, in its discretion (the "NEW
INDENTURE") as a new issue of debt securities.
The Parent has proposed and authorized that the Senior Subordinated
Notes be guaranteed by the Parent and some of its subsidiaries,
including the Company (collectively, the "GUARANTORS"), by means of the
execution of the above- mentioned indentures, whereby the Guarantors
will be required to jointly and severally, fully and unconditionally,
guarantee the Issuer's obligations (and the Co-Issuer's obligations, as
the case may be) under the Senior Subordinated Notes, containing the
guarantees and relevant subordination provisions, which guarantees will
rank behind existing and future guarantees of senior debt of the
Guarantors. In any case, Guarantors will remain obliged for the
Existing Senior Subordinated Notes as set forth in the Indenture, as
and if amended.
(e) Addtionally, the Issuer (and, if applicable, the Co-issuer) and the
Guarantors (among other parties) will be required to enter into, with
Credit Suisse First Boston Corporation, initial purchaser of the Senior
Subordinated Notes (the "INITIAL PURCHASER"), a purchase agreement and
a registration rights agreement for the offer and sale of the Senior
Subordinated Notes, all of them governed by the laws of New York, USA
(the "PURCHASE AGREEMENT" and the "REGISTRATION RIGHTS AGREEMENT",
respectively). In accordance with the Registration Rights Agreement,
the Issuer (and, if applicable, the Co-issuer) and the Guarantors will
agree, among other things, to file (i) a registration statement under
the US Securities Act covering debt securities identical in all
material respects to the Senior Subordinated Notes in a like aggregate
principal amount (the "EXCHANGE NOTES"), which Exchange Notes will be
jointly and severally, fully and unconditionally, guaranteed by the
Guarantors and will be offered in exchange for the Senior Subordinated
Notes; and (ii) in certain circumstances, a shelf registration
statement to register the Senior Subordinated Notes under the
Securities Act.
(f) The Company, as Guarantor will be required to execute any documents
and/or agreements whatsoever as may be necessary or convenient in
relation to the Senior Subordinated Notes and Exchange Notes to which
it will be a party, including whatever registration statements, whether
pursuant to applicable legislation or otherwise (the "SUPPLEMENTARY
DOCUMENTS").
The transactions referred to in the preceding paragraphs are further described
in more detail within the document drafted in English entitled "Project Test:
Explanatory
2
Memorandum", dated December 19,2002, that the Parent has delivered to the
Company and is attached to these Minutes as Annex 1 (the "EXPLANATORY
MEMORANDUM").
In connection with the above, the Company's Sole Shareholder, as of January
14,2003, in view of the aforementioned circumstances and relying on the Parent's
assessment of the economic benefits of the transactions referred to above and
group's solvency analysis, has authorized and instructed the Board to undertake
the execution, formalization, delivery and performance, on the terms and subject
to the conditions deemed most appropriate for the Company, of the Senior
Subordinated Notes and the Exchange Notes (the "NOTES") whereby the Company will
be jointly and severally, fully and unconditionally, guaranteeing the Issuer's
obligations and, as the case may be, the Co-Issuer's obligations under the
Notes, the Purchase Agreement, the Registration Rights Agreement and any
Supplementary Documents whatsoever, as well as to carry out any complementary
acts and/or execute any documents and powers whatsoever that might be necessary
or appropriate in relation to the execution, formalization, delivery,
performance and full effectiveness of any of the documents and transactions
referred to above, the Board being required to ensure that all the aforesaid
instructions shall be duly complied with.
In view of the foregoing, and taking into consideration the documentation
submitted to the Board, and specially the contents of the Explanatory Memorandum
(attached to these Minutes as Annex 1),which contains a description of the
general terms of the issuance of the Notes (containing the guarantee to be
granted by the Company and relevant subordination provisions), the Purchase
Agreement and the Registration Rights Agreement, among other issues, the Board
unanimously considers that the whole transaction described above is deemed
advisable and in the best interest of the Company, on the basis that it is in
the best interest of the Parent, and unanimously approves the following
resolutions:
1. To agree that, after taking into account the financial position of the
Company, the giving by the Company of the financial assistance
contemplated in the whole transaction described above would not
materially prejudice the interests of the Company, the creditors, or
the members of the Company or any class of its creditors or members,
nor would it materially prejudice the Company's ability to pay its
creditors.
2. To approve the execution, formalization, delivery and performance of
the issuance of the Notes whereby the Company will be jointly and
severally, fully and unconditionally, guaranteeing the Issuer's
obligations and, as the case may be, the Co-Issuer's obligations under
the Notes, the Purchase Agreement and the Registration Rights
Agreement, pursuant to the terms of the Explanatory Memorandum attached
hereto as Annex 1, as well as any Supplementary Documents whatsoever.
3. To approve any complementary acts and/or the execution of any documents
and powers whatsoever that might be necessary or appropriate in
relation to the execution, formalization, delivery, performance and
full effectiveness of any of the documents and transactions referred to
above and, in more detail, within the Explanatory Memorandum.
3
SECOND.- GRANTING OF POWERS OF ATTORNEY
In connection with the foregoing, the Board unanimously approves the following
resolutions:
I. ATTORNEYS
To authorize and grant powers of attorney, as broad and sufficient as may be
required by law, to the following persons:
(a) Mr. Thomas Degnan, of legal age, married, of United States nationality,
with domicile at Level 23, 56 Pitt Street, Sydney, New South Wales,
Australia, and Passport of the same nationality number Z8024352;
(b) Ms. Helen Golding, of legal age, married, of Australian nationality,
with domicile at Level 23, 56 Pitt Street, Sydney, New South Wales,
Australia, and Passport of the same nationality number L5654261;
(c) Mr. Allen Hugli, of legal age, single, of New Zealand nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales,
Australia, and Passport of the same nationality number AA448681;
(d) Mr. Greg Quirk, of legal age, married, of Australian nationality, with
domicile at Level 23,56 Pitt Street, Sydney, New South Wales,
Australia, and Passport of the same nationality number E6309682;
(e) Mr. Philip West, of legal age, single, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales,
Australia, and Passport of the same nationality number E7011877;
(f) Mr. George Petty, of legal age, married, of United States nationality,
with domicile at 921 98th Avenue, Oakland, CA 94603, United States of
America, and Passport of the same nationality number 054972068;
(g) Mr. Herb Blum, of legal age, married, of United States nationality,
with domicile at 240 Larkin Williams Industrial Court, Fenton, MO
63026, United States of America, and Passport of the same nationality
number 110695769;
(h) Ms. Elizabeth Vuong, of legal age, single, of Australian nationality,
with domicile at Level 23, 56 Pitt Street, Sydney, New South Wales,
Australia, and Passport of the same nationality number L6453027;
(i) Mr. Justin Pelly, of legal age, married, of Australian nationality,
with domicile at MLC Centre, Martin Place, Sydney, New South Wales,
Australia, and Passport of the same nationality number E6320246; and
(j) Any person from time to time holding the office of Director, Secretary
or Vice-Secretary of the Board of Directors of the Company;
4
so that any of them (each of them referred to as an "ATTORNEY")may individually,
in the name and on behalf of the Company, carry out any of the following acts:
1. To execute, formalize, deliver, perform and implement, on the terms and
subject to the conditions that the respective Attorney may deem
appropriate and pursuant to the terms of the Explanatory Memorandum
attached hereto as Annex 1, any and all documents listed in Annex 2, as
well as any private or public documents that the respective Attorney
may consider necessary, convenient or complementary in relation to any
of the documents and transactions referred to above and, in more
detail, in the Explanatory Memorandum, in the manner and form that the
respective Attorney deems fit, including any amendments post-signing.
2. To complete, supplement or modify any of the documents mentioned in
paragraph 1. above, irrespective of whether or not such completion,
supplement or modification is substantive or not, or even implies
changes to the parties thereto, on the terms and subject to the
conditions that the respective Attorney considers appropriate.
3. To carry out whatever acts that the respective Attorney considers
necessary, advisable or complementary in relation to any transaction
stipulated in any of the documents mentioned in paragraph 1 above or to
the effective exercise of any of the powers granted herein.
4. To appoint attorneys to represent the respective Attorney in the
exercise of the powers granted herein, if deemed fit, with powers of
substitution.
II. PROPER OFFICERS
To authorize and grant powers of attorney, as broad and sufficient as may be
required by law, to the following persons:
(a) Any person from time to time holding the office of Director, Secretary
or Vice-Secretary of the Board of Directors of the Company;
(b) Any person from time to time holding the office of Principal Executive
Officer, Principal Financial Officer, Controller or Principal
Accounting Officer; and
(c) Mr. Thomas Degnan, whose personal details are referred to above;
so that any of them (each of them referred to as a "PROPER OFFICER") may
individually, in the name and on behalf of the Company, carry out any of the
following acts:
1. In conjunction with the Issuer (and, if applicable, the Co-issuer) and
the other Guarantors, to execute and file or cause to be filed with the
US Securities and Exchange Commission (the "COMMISSION"):
(i) a registration statement (the "EXCHANGE REGISTRATION
STATEMENT") to register the Exchange Notes and the
accompanying Exchange Note Guarantee (collectively, the
"EXCHANGE SECURITIES") under the US Securities Act in
accordance with the terms of the Registration Rights
Agreement;
5
(ii) in the event the Exchange Offering is not undertaken, or the
Registration Rights Agreement otherwise requires, a shelf
registration statement (the "SHELF REGISTRATION STATEMENT") to
register the Senior Subordinated Notes and the accompanying
Senior Subordinated Note Guarantee (collectively, the
"ORIGINAL SECURITIES") under the US Securities Act in
accordance with the terms of the Registration Rights
Agreement;
2. To prepare, execute and file (i) all reports required of it by the New
Indenture or the Indenture as extended or the Commission pursuant to
the US Securities Exchange Act; (ii) such amendments and supplements to
the Exchange Registration Statement, together with such exhibits,
letters and other documents, deemed necessary or advisable in order
that the Exchange Registration Statement or the Shelf Registration
Statement shall become and remain effective under the Securities Act;
and (iii) such other documents or statements, and any amendment
thereto, necessary or appropriate to obtain any order, approval or
certificate of approval of the Commission or any other competent
regulatory authority and in connection with the documents and
transactions referred to above and, in more detail, in the Explanatory
Memorandum, in the manner and form that the respective Proper Officer
deems fit.
3. To take any and all such actions, to execute and deliver all such other
documents, to make such filings, to incur and pay all such fees and
expenses deemed necessary, desirable or advisable to carry out fully
the intent and purposes of the transactions referred to above and, in
more detail, in the Explanatory Memorandum, including but not limited
to (i) any and all actions necessary or appropriate to qualify or
register for sale all or part of the Original Securities and the
Exchange Securities in compliance with the US applicable regulations;
(ii) carry out and consummate fully the Exchange Offering in accordance
with the terms and procedures set forth in the Exchange Registration
Statement and the Registration Rights Agreement, or as may be required
by the US Securities Act or the US Exchange Act; and (iii) qualify, in
its case, the New Indenture pursuant to which the Original Securities
and Exchange Securities are to be issued in accordance with the
provisions of the US Trust Indenture Act.
4. To appoint attorneys to represent the respective Proper Officer in the
exercise of the following powers, if deemed fit, with powers of
substitution:
(i) to sign the Exchange Registration Statement or Shelf
Registration Statement and any and all amendments thereto and
all documents or instruments necessary, appropriate or
desirable to enable the Company to comply with the Securities
Act any other applicable United States and other laws in
connection with the Exchange Offering, and file the same with
the Commission; and
(ii) to perform every act whatsoever, execute and deliver all such
other documents, to make such filings, to incur and pay all
such fees and expenses deemed necessary, desirable or
advisable to carry out fully the intent and purposes of the
transactions referred to above and, in more detail, in the
Explanatory Memorandum.
6
III. TERMS AND CONDITIONS OF THE POWERS OF ATTORNEY
The powers of attorney hereby granted in Sections I and II above to the
Attorneys and the Proper Offices respectively (collectively, the
"PROXY-HOLDERS") are subject to the following terms and conditions:
(i) Delegation
These powers of attorney are applicable to the persons appointed by a
Proxy-holder or pursuant to the powers of substitution granted in
accordance with these Minutes (who will then be considered
Proxy-holders). A Proxy-holder may execute whatever documents mentioned
above on behalf of the Company, even where said Proxy-holder has
granted powers of attorney or has made another delegation to third
parties.
(ii) Conflict of interest
A Proxy-holder may execute whatever documents mentioned above on behalf
of the Company or carry out any act (and such document or act shall be
valid), even where the Proxy-holder has in any way:
(a) an interest in relation to the document or act; or
(b) any type of relation with any person or entity whatsoever
which may have some type of interest with regard to the
document or act concerned.
(iii) Indemnity
The Company shall compensate the Proxy-holder for any loss, cost,
charge, liability or expense borne or incurred by the Proxy-holder as a
direct or indirect consequence of the exercise of any power hereunder.
(iv) Revocability
These powers of attorney may only be revoked by means of written notice
from the Company to the respective Proxy-holder. A certificate signed
by a Proxy-holder stating that he/she has not received said
notification of revocation shall be considered as conclusive evidence
of such fact, unless notarial evidence by the Company was provided,
(v) Personal liability and lack of warranty
The exercise by a Proxy-holder of any power granted hereunder does not
imply for said Proxy-holder or for any entity of which the Proxy-holder
is a member or employed:
(a) any personal liability in connection with the exercise of said
power or any consequence thereof; or
7
(b) an express or implied warranty of the capacity of the
Proxy-holder to exercise such power and of the validity
thereof.
IV. APPOINTMENT OF MR. THOMAS DEGNAN AS AUTHORIZED REPRESENTATIVE AND AGENT
FOR SERVICE
To appoint Mr. Thomas Degnan, whose personal data are referred to above,
authorized representative of the Company in the United States and as agent for
service of the Company in relation to any registration statements whatsoever and
any amendments thereto for purposes of the issue, offer and sale of the Notes
pursuant to the applicable laws in the United States, being expressly empowered
to receive any notices whatsoever in connection with the above and with all
powers consequent upon such designations.
V. DESIGNATION OF CT CORPORATION SYSTEM AS AGENT FOR SERVICE
To designate the company CT Corporation System, incorporated under the laws of
New York, USA, as agent for service of the Company in relation to (i) the
Original Securities or the Exchange Securities; (ii) the Indenture or the New
Indenture, as applicable; (iii) the Purchase Agreement; and (iv) the
Registration Rights Agreement, as well as the Notes and any guarantees related
thereto, pursuant to the applicable laws in the United States, being expressly
empowered to receive any notices whatsoever in connection with the above and
with all powers consequent upon such designation.
THIRD.- GRANTING OF FORMALIZATION FACULTIES
The Board of Directors unanimously resolves to expressly authorize all members
of the Board, as well as the Secretary non-member of the Board of Directors, Ms.
Maria Jose Aguilo Garcia and the Vice-Secretary non-member of the Board of
Directors, Mr. Nicolas Sierra Munoz, so that any of them, individually, may
appear before a notary public and execute any of the foregoing resolutions,
granting whatever private or public documents may be necessary for such
purposes, with express authorization likewise to grant all such deeds of
clarification or correction as needed for the exercise of the powers conferred
hereunder and, where applicable, for registration of the same with the relevant
domestic or international public registry.
8
FOURTH.- APPROVAL OF THE MINUTES
To approve the Minutes of the Board of Directors".
In witness hereof, I issue these Minutes with the approval of the Chairman of
the Board of Directors, Mr. John Lynch, in C6rdoba, on January 14,2003.
Approval by,
The Chairman of the Board of Directors The Vice-Secretary non-member of the
Board of Directors
/s/ John Lynch /s/ Nicolas Sierra Munoz
- -------------------------------------- ------------------------------------
Mr. John Lynch Mr. Nicolas Sierra Munoz
9
ANNEX 2
DOCUMENTS
1. The Indenture as extended and/or the New Indenture among the Issuer
(and, if applicable, any Co-Issuer), each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the
relevant Indenture.
3. Registration Rights Agreement among the Issuer (and, if applicable, any
Co-Issuer), each Guarantor and the Initial Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration
Rights Agreement.
5. Purchase Agreement among the Issuer (and, if applicable, any
Co-Issuer), each Guarantor and the Initial Purchaser.
6. Exchange Registration Statement by the Issuer (and, if applicable,
any Co-Issuer) and each Guarantor.
7. Shelf Registration Statement by the Issuer (and, if applicable, any
Co-Issuer) and each Guarantor.
8. Any applications, declarations or other instruments necessary or
advisable to obtain any order or approval of the United States
Securities and Exchange Commission or any other relevant regulatory
authority in connection with the Original Securities or Exchange
Securities.
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process, necessary or advisable to qualify or
register for sale the Original Securities or the Exchange Securities in
various states of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion
of the Notes in the Portal market, a subsidiary of the Nasdaq Stock
Market, Inc.
11. Any agreements as may be necessary or advisable to effect the
appointment of The Depository Trust Company as depositary with respect
to the Notes.
12. Any agreements as may be necessary or advisable to effect the
appointment of Bank of New York, as Trustee for the Notes.
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation
relevant United States Securities and Exchange Commission).
11
MINUTES OF THE DECISIONS OF THE SOLE SHAREHOLDER OF
BURNS PHILP FOOD, S.A. (SOLE SHAREHOLDER COMPANY)
In Amsterdam, on January 29, 2003, BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS BV,
validly represented jointly by Ms. Lois Wheeler and EQUITY TRUST, NV, the latter
being in its turn represented by Mr. W.H. Kamphuijs, acting in its capacity as
Sole Shareholder of BURNS PHILP FOOD, S.A. (Sole Shareholder company) (the
"COMPANY"), has considered the following circumstances in relation to the
amendment of a projected note issue by a company within the Company's and the
Sole Shareholder's group of companies:
(a) The Company, the Sole Shareholder of the Company and BURNS PHILP CAPITAL
PTY LIMITED, an Australian Corporation (the "ISSUER") are wholly owned
subsidiaries of BURNS, PHILP & COMPANY LIMITED, an Australian corporation
(the "PARENT");
(b) On December 13, 2002 the Parent announced it intended, through a wholly
owned subsidiary, to make a conditional, off-market, cash takeover bid
(the "BID") for all the issued ordinary shares in GOODMAN FIELDER LIMITED
at A$1.85 per share;
(c) In connection with providing part of the financing necessary to consummate
the Bid and/or financing for working capital and other general corporate
purposes, the Parent deemed it advisable and in the best interests of the
Parent and its subsidiaries for the Issuer (and a U.S. incorporated
co-issuer or co-obligor (the "CO-ISSUER"), if determined to be necessary
by a Committee of the Board of Directors of the Parent comprising Graeme
Hart and Thomas Degnan (the "PRICING COMMITTEE")) to, and the Issuer
desired to, issue and sell in a private placement senior subordinated
notes of up to US$150.0 million in aggregate principal amount (the "SENIOR
SUBORDINATED NOTES"), subject to reduction at the discretion of the
Pricing Committee, and that these Senior Subordinated Notes would be
issued at the discretion of Pricing Committee either pursuant to (i) the
indenture (the "INDENTURE"), dated June 21, 2002 among the Issuer, each
Guarantor (as hereinafter defined) and The Bank of New York, as Trustee,
as additional debt securities, or pursuant to (ii) a new indenture (the
"NEW INDENTURE") among the Issuer, each Guarantor (as hereinafter defined)
and the trustee(s) as defined therein, as a new issue of debt securities,
and in either such case the Company, Parent and certain of its other
subsidiaries (collectively, the "GUARANTORS" and each a "GUARANTOR")
would, or would be required to, jointly and severally, fully and
unconditionally, guarantee the Issuer's (and, if applicable, the
Co-issuer's) obligations under the Senior Subordinated Notes (the "SENIOR
SUBORDINATED NOTE GUARANTEE");
(d) The Parent now deems it advisable and in the best interests of the Parent
and its subsidiaries for the Issuer and, if determined appropriate or
desirable by the
Pricing Committee, the Co-issuer, desires to, issue and sell in a private
placement the Senior Subordinated Notes in aggregate principal amount of
up to US$200.0 million and that these Senior Subordinated Notes will be
issued pursuant to the New Indenture and the Guarantors are, or will be
required to enter into the Senior Subordinated Note Guarantee;
(e) In connection with the private placement of the Senior Subordinated Notes,
the Issuer (and, if applicable, the Co-issuer) and the Guarantors are
required to enter into a purchase agreement (the "PURCHASE AGREEMENT"), as
well as into a registration rights agreement (the "REGISTRATION RIGHTS
AGREEMENT") with the initial purchaser(s) of the Senior Subordinated Notes
(the "INITIAL PURCHASER(S)") whereby the Issuer (and, if applicable, the
Co-issuer) and the Guarantors will agree, among other things, to file (i)
a registration statement under the US Securities Act covering debt
securities identical in all material respects to the Senior Subordinated
Notes in a like aggregate principal amount (the "EXCHANGE NOTES"), which
Exchange Notes will be jointly and severally, fully and unconditionally,
guaranteed by the Guarantors (the "EXCHANGE NOTE GUARANTEE") and will be
offered in exchange for the Senior Subordinated Notes (the "EXCHANGE
OFFERING"); and (ii) in certain circumstances, a shelf registration
statement to register the Senior Subordinated Notes under the US
Securities Act;
(f) The Parent has informed the Sole Shareholder of the Company that while the
terms of the Senior Subordinated Notes will, in a number of respects
(including but not limited to guaranty and subordination provisions), be
on terms substantially similar to those of the US$400 million 934% Senior
Subordinated Notes due 2012 issued by the Issuer under the Indenture, the
terms of the Senior Subordinated Notes in other respects (including but
not limited to provisions relating to the term, no call and other
provisions) may differ as determined at the discretion of the Pricing
Committee;
(g) The transactions referred to in the preceding paragraphs are further
described in more detail in the document drafted in English entitled
"Project Test: Explanatory Memorandum", dated December 19, 2002 (the
"EXPLANATORY MEMORANDUM"), as amended by the document drafted in English
entitled "Project Test: High Yield Notes Explanatory Memorandum dated
December 19, 2002. Addendum", dated January 21, 2003 and summarized under
letters d) and f) above (the "ADDENDUM"). The Parent has delivered to the
Company both the Explanatory Memorandum and the Addendum, which are
attached to these Minutes as ANNEX.
(h) The Sole Shareholder of the Company approved a decision dated January 14,
2003 relating to the issue of Senior Subordinated Notes and Exchange
Notes, prior to the amendments described in the Addendum, and according to
which it authorized and instructed the Board to undertake the execution,
formalization, delivery and performance, on the terms and subject to the
conditions deemed most appropriate for the Company, of the Senior
Subordinated Notes and Exchange Notes, whereby the Company will be jointly
and severally, fully and unconditionally, guaranteeing the Issuer's
obligations and, as the case may be, the Co-Issuer's obligations under the
Senior Subordinated Notes and Exchange Notes.
Taking into consideration the information submitted by Parent to the Sole
Shareholder regarding the amendments to the projected note issue, the Sole
Shareholder considers that the whole transaction described above, as amended, is
deemed advisable and in the best interest of the Company, on the basis that it
is in the best interest of the Parent, and that the giving by the Company of the
financial assistance contemplated in the whole transaction would not materially
prejudice the interests of the Company, the creditors, or the members of the
Company or any class of its creditors or members, nor would it materially
prejudice the Company's ability to pay its creditors and thus, in view of the
changes in the terms and conditions of such issue, now wishes to adopt a
confirmatory resolution on the matter, covering such changes and the execution
of any documents and/or agreements whatsoever to which the Company will be a
party, as may be necessary or convenient in relation to the Senior Subordinated
Notes and Exchange Notes in accordance with the terms set forth in the New
Indenture (the "NOTES"), including whatever registration statements, whether
pursuant to applicable legislation or otherwise.
In view of the aforementioned circumstances, and relying on the Parent's
assessment of the economic benefits of the transactions referred to above and
group's solvency analysis, as provided in a Group Solvency Report, the Sole
Shareholder has taken the following:
DECISIONS
FIRST: To authorise and instruct the Company's Board of Directors to undertake
the execution, formalisation, delivery and performance, on the terms and
subject to the conditions deemed most appropriate for the Company
(expressly including the new terms and conditions of the issue of the
Notes as mentioned above), of the Notes, whereby the Company will be
jointly and severally, fully and unconditionally, guaranteeing the
Issuer's and, as the case may be, the Co-Issuer's obligations under the
Notes and any related documents, agreements and statements, as described
under these Minutes.
SECOND: To authorise and instruct the Company's Board of Directors to carry out
any complementary acts and/or execute any documents and powers
whatsoever that might be necessary or appropriate in relation to the
execution, formalisation, delivery, performance and full effectiveness
of any of the documents and transactions referred to above, the Board of
Directors being required to ensure that all instructions herein shall be
duly complied with.
And in witness hereof, in our condition as joint representatives of BURNS PHILP
NETHERLANDS EUROPEAN HOLDINGS BV, we hereby draft these minutes in the name of
the Company's Sole Shareholder and on its behalf, at the above indicated place
and date.
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS BV
By:
/s/ Lois Wheeler /s/ W.H. Kamphuijs
- ------------------------------------- --------------------------------------
Ms. Lois Wheeler EQUITY TRUST, NV
By: Mr. W.H. Kamphuijs
MINUTES OF THE BOARD OF DIRECTORS OF
BURNS PHILP FOOD, S.A. (SOLE SHAREHOLDER COMPANY)
These Minutes contain the resolutions passed by the Board of Directors of BURNS
PHILP FOOD, S.A. (Sole Shareholder company) (the "COMPANY"), whose members are
Mr. John Lynch, Mr. Dennis Lamberth and Mr. John McKenna, following the written
procedure, approved with the favorable vote of all the referred members on
January 29, 2003,
It is hereby stated that all the members of the Board of Directors have accepted
to follow the written procedure and that, within the term provided in the
By-laws of the Company, written communications from all of the Board members
(copies of which are filed at the Secretary's office) voting in favor of the
resolutions transcribed below, have been received at the Secretary's office.
Therefore, the following resolutions have been validly approved by unanimity:
"FIRST.- EXECUTION OF DOCUMENTS IN RELATION TO A PROPOSED ISSUE OF NOTES
Based on the information supplied by the Company's Sole Shareholder, the
projected note issue by a company within the Company's and the Sole
Shareholder's group of companies can be described as follows:
(a) The Company, the Sole Shareholder of the Company and BURNS PHILP CAPITAL
PTY LIMITED, an Australian Corporation (the "ISSUER") are wholly owned
subsidiaries of BURNS, PHILP & COMPANY LIMITED, an Australian corporation
("PARENT");
(b) On December 13,2002 the Parent announced it intended, through a wholly
owned subsidiary, to make a conditional, off-market, cash takeover bid
(the "BID") for all the issued ordinary shares in Goodman Fielder Limited
at A$1.85 per share;
(c) In connection with providing part of the financing necessary to consummate
the Bid and/or financing for working capital and other general corporate
purposes, the Parent deemed it advisable and in the best interests of the
Parent and its subsidiaries for the Issuer (and a U.S. incorporated
co-issuer or co-obligor (the "CO-ISSUER"), if determined to be necessary
by a Committee of the Board of Directors of the Parent comprising Graeme
Hart and Thomas Degnan (the "PRICING COMMITTEE")) to, and the Issuer
desired to, issue and sell in a private placement senior subordinated
notes of up to US$150.0 million in aggregate principal amount (the "SENIOR
SUBORDINATED NOTES"), subject to reduction at the discretion of the
Pricing Committee, and that these Senior Subordinated Notes would be
issued at the discretion of Pricing Committee either pursuant to (i) the
indenture (the "INDENTURE"), dated June 21, 2002 among the Issuer, each
Guarantor (as hereinafter defined) and The Bank of New York, as Trustee,
as additional debt securities, or pursuant to (ii) a new indenture (the
"NEW INDENTURE") among the Issuer, each Guarantor (as hereinafter defined)
and the trustee(s) as defined therein, as a new issue of debt securities,
and in either such case the Company, Parent and certain of its other
subsidiaries (collectively, the "GUARANTORS" and each a "GUARANTOR")
would, or would be required to, jointly and severally, fully and
unconditionally, guarantee the Issuer's (and, if applicable, the
Co-issuer's) obligations under the Senior Subordinated Notes (the "SENIOR
SUBORDINATED NOTE GUARANTEE");
(d) The Parent now deems it advisable and in the best interests of the Parent
and its subsidiaries for the Issuer and, if determined appropriate or
desirable by the Pricing Committee, the Co-issuer, desires to, issue and
sell in a private placement the Senior Subordinated Notes in aggregate
principal amount of up to US$200.0 million and that these Senior
Subordinated Notes will be issued pursuant to the New Indenture and the
Guarantors are, or will be required to enter into the Senior Subordinated
Note Guarantee;
(e) In connection with the private placement of the Senior Subordinated Notes,
the Issuer (and, if applicable, the Co-issuer) and the Guarantors are
required to enter into a purchase agreement (the "PURCHASE AGREEMENT"), as
well as into a registration rights agreement (the "REGISTRATION RIGHTS
AGREEMENT") with the initial purchaser(s) of the Senior Subordinated Notes
(the "INITIAL PURCHASER(S)") whereby the Issuer (and, if applicable, the
Co-issuer) and the Guarantors will agree, among other things, to file (i)
a registration statement under the US Securities Act covering debt
securities identical in all material respects to the Senior Subordinated
Notes in a like aggregate principal amount (the "EXCHANGE NOTES"), which
Exchange Notes will be jointly and severally, fully and unconditionally,
guaranteed by the Guarantors (the "EXCHANGE NOTE GUARANTEE") and will be
offered in exchange for the Senior Subordinated Notes (the "EXCHANGE
OFFERING");and (ii) in certain circumstances, a shelf registration
statement to register the Senior Subordinated Notes under the US
Securities Act;
(f) The Parent has informed the Sole Shareholder of the Company that while the
terms of the Senior Subordinated Notes will, in a number of respects
(including but not limited to guaranty and subordination provisions), be
on terms substantially similar to those of the US$400 million 9 3/4%
Senior Subordinated Notes due 2012 issued by the Issuer under the
Indenture, the terms of the Senior Subordinated Notes in other respects
(including but not limited to provisions relating to the term, no call and
other provisions) may differ as determined at the discretion of the
Pricing Committee;
(g) The transactions referred to in the preceding paragraphs are further
described in more detail in the document drafted in English entitled
"Project Test: Explanatory Memorandum", dated December 19, 2002 (the
"EXPLANATORY MEMORANDUM"), as amended by the document drafted in English
entitled "Project Test: High Yield Notes Explanatory Memorandum dated
December 19, 2002. Addendum", dated January 21, 2003 and summarized under
letters d) and f) above (the
"ADDENDUM"). The Parent has delivered to the Company both the Explanatory
Memorandum and the Addendum, which are attached to these Minutes as Annex
1.
(h) The Sole Shareholder of the Company approved a decision dated January 14,
2003 relating to the issue of the Senior Subordinated Notes and Exchange
Notes, prior to the amendments described in the Addendum, according to
which it authorized and instructed the Board to undertake the execution,
formalization, delivery and performance, on the terms and subject to the
conditions deemed most appropriate for the Company, of the the Senior
Subordinated Notes and Exchange Notes, whereby the Company will be jointly
and severally, fully and unconditionally, guaranteeing the Issuer's
obligations and, as the case may be, the Co-Issuer's obligations under the
the Senior Subordinated Notes and Exchange Notes.
In connection with the above, the Company's Sole Shareholder, as of January 29,
2003, in view of the aforementioned circumstances and relying on the Parent's
assessment of the economic benefits of the transactions referred to above and
group's solvency analysis, has authorized and instructed the Board to undertake
the execution, formalization, delivery and performance, on the terms and subject
to the conditions deemed most appropriate for the Company (expressly including
the new terms and conditions of the notes issue as mentioned above), of the
Senior Subordinated Notes and Exchange Notes, in accordance with the terms set
forth in the New Indenture (the "NOTES"), whereby the Company will be jointly
and severally, fully and unconditionally, guaranteeing the Issuer's obligations
and, as the case may be, the Co-Issuer's obligations under the Notes and any
related documents, agreements and statements, as well as to carry out any
complementary acts and/or execute any documents and powers whatsoever that might
be necessary or appropriate in relation to the execution, formalization,
delivery, performance and full effectiveness of any of the documents and
transactions referred to above, the Board being required to ensure that all the
aforesaid instructions shall be duly complied with.
In view of the foregoing, and taking into consideration the documentation
submitted to the Board, and specially the Explanatory Memorandum, as amended by
the Addendum, which contains a description of the general terms of the issuance
of the Notes (containing the guarantee to be granted by the Company and relevant
subordination provisions), the New Indenture, the Purchase Agreement and the
Registration Rights Agreement, among other issues, the Board unanimously
considers that the whole transaction described above is deemed advisable and in
the best interest of the Company, on the basis that it is in the best interest
of the Parent, and unanimously approves the following resolutions:
1. To agree that, after taking into account the financial position of the
Company, the giving by the Company of the financial assistance
contemplated in the whole transaction described above would not materially
prejudice the interests of the Company, the creditors, or the members of
the Company or any class of its creditors or members, nor would it
materially prejudice the Company's ability to pay its creditors.
2. To approve the execution, formalization, delivery and performance of the
issuance of the Notes whereby the Company will be jointly and severally,
fully and unconditionally, guaranteeing the Issuer's obligations and, as
the case may be, the Co-Issuer's obligations under the Notes, the New
Indenture, the Purchase Agreement and the Registration Rights Agreement,
pursuant to the terms of the Explanatory Memorandum, as amended by the
Addendum, as well as any related documents, agreements or statements
whatsoever.
3. To approve any complementary acts and/or the execution of any documents
and powers whatsoever that might be necessary or appropriate in relation
to the execution, formalization, delivery, performance and full
effectiveness of any of the documents and transactions referred to above
and, in more detail, within the Explanatory Memorandum, as amended by the
Addendum.
SECOND.- REVOCATION OF POWERS OF ATTORNEY
It is unanimously agreed to revoke the powers of attorney granted by the Company
pursuant to the Board of Directors' resolutions dated January 14, 2003, in
favour of the following persons:
(a) Mr. Thomas Degnan, of legal age, married, of United States nationality,
with domicile at Level 23, 56 Pitt Street, Sydney, New South Wales,
Australia, and Passport of the same nationality number Z8024352;
(b) Ms. Helen Golding, of legal age, married, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number L5654261;
(c) Mr. Allen Hugli, of legal age, single, of New Zealand nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number AA448681;
(d) Mr. Greg Quirk, of legal age, married, of Australian nationality, with
domicile at Level 23,56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number E6309682;
(e) Mr. Philip West, of legal age, single, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number E7011877;
(f) Mr. George Petty, of legal age, married, of United States nationality,
with domicile at 921 98th Avenue, Oakland, CA 94603, United States of
America, and Passport of the same nationality number 054972068;
(g) Mr. Herb Blum, of legal age, married, of United States nationality, with
domicile at 240 Larkin Williams Industrial Court, Fenton, MO 63026, United
States of America, and Passport of the same nationality number 110695769;
(h) Ms. Elizabeth Vuong, of legal age, single, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number L6453027;
(i) Mr. Justin Pelly, of legal age, married, of Australian nationality, with
domicile at MLC Centre, Martin Place, Sydney, New South Wales, Australia,
and Passport of the same nationality number E6320246;
(j) Any person from time to time holding the office of Director, Secretary or
Vice-Secretary of the Board of Directors of the Company; and
(k) Any person from time to time holding the office of Principal Executive
Officer, Principal Financial Officer, Controller, or Principal Accounting
Officer.
THIRD.- GRANTING OF POWERS OF ATTORNEY
The Board unanimously approves the following resolutions:
I. ATTORNEYS
To authorize and grant powers of attorney, as broad and sufficient as may be
required by law, to the following persons:
(a) Mr. Thomas Degnan, of legal age, married, of United States nationality,
with domicile at Level 23, 56 Pitt Street, Sydney, New South Wales,
Australia, and Passport of the same nationality number Z8024352;
(b) Ms. Helen Golding, of legal age, married, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number L5654261;
(c) Mr. Allen Hugli, of legal age, single, of New Zealand nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number AA448681;
(d) Mr. Greg Quirk, of legal age, married, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number E6309682;
(e) Mr. Philip West, of legal age, single, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number E7011877;
(f) Mr. George Petty, of legal age, married, of United States nationality,
with domicile at 921 98th Avenue, Oakland, CA 94603, United States of
America, and Passport of the same nationality number 054972068;
(g) Mr. Herb Blum, of legal age, married, of United States nationality, with
domicile at 240 Larkin Williams Industrial Court, Fenton, MO 63026, United
States of America, and Passport of the same nationality number 110695769;
(h) Ms. Elizabeth Vuong, of legal age, single, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number L6453027;
(i) Mr. Justin Pelly, of legal age, married, of Australian nationality, with
domicile at MLC Centre, Martin Place, Sydney, New South Wales, Australia,
and Passport of the same nationality number E6320246;
(j) Any person from time to time holding the office of Director, Secretary or
Vice-Secretary of the Board of Directors of the Company; and
(k) Any person from time to time holding the office of President, Vice
President and Treasurer of the Company;
so that any of them (each of them referred to as an "ATTORNEY") may
individually, in the name and on behalf of the Company, carry out any of the
following acts:
1. To execute, formalize, deliver, perform and implement, on the terms and
subject to the conditions that the respective Attorney may deem
appropriate and pursuant to the terms of the Explanatory Memorandum, as
amended by the Addendum, any and all documents listed in Annex 2, as well
as any private or public documents that the respective Attorney may
consider necessary, convenient or complementary in relation to any of the
documents and transactions referred to above and, in more detail, in the
Explanatory Memorandum, as amended by the Addendum, in the manner and form
that the respective Attorney deems fit, including any amendments
post-signing.
2. To complete, supplement or modify any of the documents mentioned in
paragraph 1 above, irrespective of whether or not such completion,
supplement or modification is substantive or not, or even implies changes
to the parties thereto, on the terms and subject to the conditions that
the respective Attorney considers appropriate.
3. To carry out whatever acts that the respective Attorney considers
necessary, advisable or complementary in relation to any transaction
stipulated in any of the documents mentioned in paragraph 1 above or to
the effective exercise of any of the powers granted herein.
4. TO appoint attorneys to represent the respective Attorney in the exercise
of the powers granted herein, if deemed fit, with powers of substitution.
II. PROPER OFFICERS
To authorize and grant powers of attorney, as broad and sufficient as may be
required by law, to the following persons:
(a) Any person from time to time holding the office of Director, Secretary or
Vice-Secretary of the Board of Directors of the Company;
(b) Any person from time to time holding the office of President, Principal
Executive Officer, Vice President, Principal Financial Officer,
Controller, Treasurer or Principal Accounting Officer; and
(c) Mr. Thomas Degnan, whose personal details are referred to above;
so that any of them (each of them referred to as a "PROPER OFFICER") may
individually, in the name and on behalf of the Company, carry out any of the
following acts:
1. In conjunction with the Issuer (and, if applicable, the Co-issuer) and the
other Guarantors, to execute and file or cause to be filed with the US
Securities and Exchange Commission (the "COMMISSION"):
(i) a registration statement (the "EXCHANGE REGISTRATION STATEMENT") to
register the Exchange Notes and the accompanying Exchange Note
Guarantee (collectively, the "EXCHANGE SECURITIES") under the US
Securities Act in accordance with the terms of the Registration
Rights Agreement;
(ii) in the event the Exchange Offering is not undertaken, or the
Registration Rights Agreement otherwise requires, a shelf
registration statement (the "SHELF REGISTRATION STATEMENT") to
register the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantee (collectively, the "ORIGINAL
SECURITIES") under the US Securities Act in accordance with the
terms of the Registration Rights Agreement;
2. To prepare, execute and file (i) all reports required of it by the New
Indenture or the Commission pursuant to the US Securities Exchange Act;
(ii) such amendments and supplements to the Exchange Registration
Statement, together with such exhibits, letters and other documents,
deemed necessary or advisable in order that the Exchange Registration
Statement or the Shelf Registration Statement shall become and remain
effective under the Securities Act; and (iii) such other documents or
statements, and any amendment thereto, necessary or appropriate to obtain
any order, approval or certificate of approval of the Commission or any
other competent regulatory authority and in connection with the documents
and transactions referred to above and, in more detail, in the Explanatory
Memorandum, as amended by the Addendum, in the manner and form that the
respective Proper Officer deems fit.
3. To take any and all such actions, to execute and deliver all such other
documents, to make such filings, to incur and pay all such fees and
expenses deemed necessary, desirable or advisable to carry out fully the
intent and purposes of the transactions referred to above and, in more
detail, in the Explanatory Memorandum, as amended by the Addendum,
including but not limited to (i) any and all actions necessary or
appropriate to qualify or register for sale all or part of the Original
Securities and the Exchange Securities in compliance with the US
applicable regulations; (ii) carry out and consummate fully the Exchange
Offering in accordance with the terms and procedures set forth in the
Exchange Registration Statement and the Registration Rights Agreement, or
as may be required by the
US Securities Act or the US Exchange Act; and (iii) qualify the New
Indenture pursuant to which the Original Securities and Exchange
Securities are to be issued in accordance with the provisions of the US
Trust Indenture Act.
4. To appoint attorneys to represent the respective Proper Officer in the
exercise of the following powers, if deemed fit, with powers of
substitution:
(i) to sign the Exchange Registration Statement or Shelf Registration
Statement and any and all amendments thereto and all documents or
instruments necessary, appropriate or desirable to enable the
Company to comply with the Securities Act any other applicable
United States and other laws in connection with the Exchange
Offering, and file the same with the Commission; and
(ii) to perform every act whatsoever, execute and deliver all such other
documents, to make such filings, to incur and pay all such fees and
expenses deemed necessary, desirable or advisable to carry out fully
the intent and purposes of the transactions referred to above and,
in more detail, in the Explanatory Memorandum, as amended by the
Addendum.
III. TERMS AND CONDITIONS OF THE POWERS OF ATTORNEY
The powers of attorney hereby granted in Sections I and II above to the
Attorneys and the Proper Offices respectively (collectively, the
"PROXY-HOLDERS") are subject to the following terms and conditions:
(i) Delegation
These powers of attorney are applicable to the persons appointed by a
Proxy-holder or pursuant to the powers of substitution granted in
accordance with these Minutes (who will then be considered Proxy-holders).
A Proxy-holder may execute whatever documents mentioned above on behalf of
the Company, even where said Proxy-holder has granted powers of attorney
or has made another delegation to third parties.
(ii) Conflict of interest
A Proxy-holder may execute whatever documents mentioned above on behalf of
the Company or carry out any act (and such document or act shall be
valid), even where the Proxy-holder has in any way:
(a) an interest in relation to the document or act; or
(b) any type of relation with any person or entity whatsoever which may
have some type of interest with regard to the document or act
concerned.
(iii) Indemnity
The Company shall compensate the Proxy-holder for any loss, cost, charge,
liability or expense borne or incurred by the Proxy-holder as a direct or
indirect consequence of the exercise of any power hereunder.
(iv) Revocability
These powers of attorney may only be revoked by means of written notice
from the Company to the respective Proxy-holder. A certificate signed by a
Proxy-holder stating that he/she has not received said notification of
revocation shall be considered as conclusive evidence of such fact, unless
notarial evidence by the Company was provided.
(v) Personal liability and lack of warranty
The exercise by a Proxy-holder of any power granted hereunder does not
imply for said Proxy-holder or for any entity of which the Proxy-holder is
a member or employed:
(a) any personal liability in connection with the exercise of said power
or any consequence thereof; or
(b) an express or implied warranty of the capacity of the Proxy-holder
to exercise such power and of the validity thereof.
IV. CONFIRMATION OF THE APPOINTMENT OF MR. THOMAS DEGNAN AS AUTHORIZED
REPRESENTATIVE AND AGENT FOR SERVICE
To confirm the appointment of Mr. Thomas Degnan, whose personal data are
referred to above, authorized representative of the Company in the United States
and as agent for service of the Company in relation to any registration
statements whatsoever and any amendments thereto for purposes of the issue,
offer and sale of the Notes pursuant to the applicable laws in the United
States, being expressly empowered to receive any notices whatsoever in
connection with the above and with all powers consequent upon such designations.
V. CONFIRMATION OF THE DESIGNATION OF CT CORPORATION SYSTEM AS AGENT FOR
SERVICE
To confirm the designation of the company CT Corporation System, incorporated
under the laws of New York, USA, as agent for service of the Company in relation
to (i) the Original Securities or the Exchange Securities; (ii) the New
Indenture; (iii) the Purchase Agreement; and (iv) the Registration Rights
Agreement, as well as the Notes and any guarantees related thereto, pursuant to
the applicable laws in the United States, being expressly empowered to receive
any notices whatsoever in connection with the above and with all powers
consequent upon such designation.
FOURTH.- GRANTING OF FORMALIZATION FACULTIES
The Board of Directors unanimously resolves to expressly authorize all members
of the Board, as well as the Secretary non-member of the Board of Directors, Ms.
Maria Jose Aguilo Garcia and the Vice-Secretary non-member of the Board of
Directors, Mr. Nicolas Sierra Munoz, so that any of them, individually, may
appear before a notary public and execute any of the foregoing resolutions,
granting whatever private or public documents may be necessary for such
purposes, with express authorization likewise to grant all such deeds of
clarification or correction as needed for the exercise of the powers conferred
hereunder and, where applicable, for registration of the same with the relevant
domestic or international public registry.
FIFTH.- APPROVAL OF THE MINUTES
To approve the Minutes of the Board of Directors".
In witness hereof, I issue these Minutes with the approval of the Chairman of
the Board of Directors, Mr. John Lynch, in Cordoba, on January 29, 2003.
Approval by,
The Chairman of the Board of Directors The Vice-Secretary of the Board of
Directors
/s/ John Lynch /s/ Nicolas Sierra Munoz
- -------------------------------------- ------------------------------------
Mr. John Lynch Mr. Nicolas Sierra Munoz
ANNEX 2
DOCUMENTS
1. The New Indenture among the Issuer (and, if applicable, any Co-Issuer),
each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the New
Indenture.
3. Registration Rights Agreement among the Issuer (and, if applicable, any
Co-Issuer), each Guarantor and the Initial Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement among the Issuer (and, if applicable, any Co-Issuer),
each Guarantor and the Initial Purchaser.
6. Exchange Registration Statement by the Issuer (and, if applicable, any
Co-Issuer) and each Guarantor.
7. Shelf Registration Statement by the Issuer (and, if applicable, any
Co-Issuer) and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Original Securities or Exchange Securities.
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Notes in the Portal market, a subsidiary of the Nasdaq Stock Market,
Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of Bank of New York, as Trustee for the Notes.
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission).
MINUTES OF THE DECISIONS OF THE SOLE SHAREHOLDER OF
BURNS PHILP FOOD, S.A. (SOLE SHAREHOLDER COMPANY)
In Amsterdam, on February 17,2003, BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS BV,
validly represented jointly by Ms. Lois Wheeler and EQUITY TRUST, NV, the latter
being in its turn represented by Mr. R.S.A. De Schutlsz, acting in its capacity
as Sole Shareholder of BURNS PHlLP FOOD, S.A. (Sole Shareholder company) (the
"COMPANY"), has considered the following circumstances in relation to the
amendment of a projected note issue by a company within the Company's and the
Sole Shareholder's group of companies:
(a) The Company, the Sole Shareholder of the Company and BURNS PHILP CAPITAL
PTY LIMITED, an Australian Corporation (the "AUSTRALIAN ISSUER") are
wholly owned subsidiaries of BURNS, PHILP & COMPANY LIMITED, an Australian
corporation (the "PARENT");
(b) On December 13,2002 the Parent announced it intended, through a wholly
owned subsidiary, to make a conditional, off-market, cash takeover bid
(the "BID") for all the issued ordinary shares in GOODMAN FIELDER LIMITED
at A$1.85 per share;
(c) In connection with providing part of the financing necessary to consummate
the Bid and/or financing for working capital and other general corporate
purposes, the Parent deemed it advisable and in the best interests of the
Parent and its subsidiaries for the Australian Issuer and, as determined
to be necessary by a Committee of the Board of Directors of the Parent
comprising Graeme Hart and Thomas Degnan (the "PRICING COMMITTEE"), for
BURNS PHILP CAPITAL (U.S.) INC., a Delaware Corporation (the "U.S.
ISSUER", and together with the Australian Issuer, the "ISSUERS") to, and
the Issuers desired as co-issuers to, issue and sell in a private
placement senior subordinated notes (the "SENIOR SUBORDINATED NOTES"), of
up to US$200.0 million in aggregate principal amount subject to reduction
at the discretion of the Pricing Committee, and that these Senior
Subordinated Notes will be issued at the discretion of the Pricing
Committee pursuant to the new indenture among the Issuers, each Guarantor
(as hereinafter defined) and Wells Fargo Bank, National Association, as
Trustee (the "NEW INDENTURE"), and the Company, the Parent and certain of
its other subsidiaries (collectively, the "GUARANTORS" and each a
"GUARANTOR") are, or will be required to, jointly and severally, fully and
unconditionally, guarantee the Issuers' obligations under the Senior
Subordinated Notes (the "SENIOR SUBORDINATED NOTE Guarantee");
(d) In connection with the private placement of the Senior Subordinated Notes,
the Issuers and the Guarantors are required to enter into a purchase
agreement (the "PURCHASE AGREEMENT"), as well as into a registration
rights agreement (the "REGISTRATION RIGHTS AGREEMENT") with the initial
purchaser of the Senior Subordinated Notes (the "INITIAL PURCHASER")
whereby the Issuers and the Guarantors will agree, among other things, to
file (i) a registration statement under the US Securities Act covering
debt securities identical in all material respects to the Senior
Subordinated Notes in a like aggregate principal amount (the "EXCHANGE
NOTES"), which Exchange Notes will be jointly and severally, fully and
unconditionally, guaranteed by the Guarantors (the "EXCHANGE NOTE
GUARANTEE") and will be offered in exchange for the Senior Subordinated
Notes (the "EXCHANGE OFFERING"); and (ii) in certain circumstances, a
shelf registration statement to register the Senior Subordinated Notes
under the US Securities Act;
(e) The Parent now deems it advisable and in the best interest of the Parent
and its subsidiaries for the Issuers, and the Issuers desire to, issue and
sell in a private placement the Senior Subordinated Notes in aggregate
principal amount of up to US$210.0 million, subject to reduction at the
discretion of the Pricing Committee;
(f) The Sole Shareholder of the Company approved a decision dated January 29,
2003 relating to the issue of Senior Subordinated Notes and Exchange
Notes, and according to which it authorized and instructed the Board to
undertake the execution, formalization, delivery and performance, on the
terms and subject to the conditions deemed most appropriate for the
Company, of the Senior Subordinated Notes and Exchange Notes.
Taking into consideration the information submitted by the Parent to the Sole
Shareholder regarding the amendments to the projected note issue, the Sole
Shareholder considers that the whole transaction described above, is deemed
advisable and in the best interest of the Company, on the basis that it is in
the best interest of the Parent, and that the giving by the Company of the
financial assistance contemplated in the whole transaction would not materially
prejudice the interests of the Company, the creditors, or the members of the
Company or any class of its creditors or members, nor would it materially
prejudice the Company's ability to pay its creditors and thus, in view of the
changes in the terms and conditions of such issue, now wishes to adopt a
confirmatory resolution on the matter, covering such changes and the execution
of any documents and/or agreements whatsoever to which the Company will be a
party, as may be necessary or convenient in relation to the Senior Subordinated
Notes and Exchange Notes in accordance with the terms set forth in the New
Indenture (the "Notes"), including whatever registration statements, whether
pursuant to applicable legislation or otherwise.
In view of the aforementioned circumstances, and relying on the Parent's
assessment of the economic benefits of the transactions referred to above and
group's solvency analysis, as provided in a Group Solvency Report prepared by
the chief financial officer of the Parent relating to the solvency of the BURNS
PHILP group of companies, the Sole Shareholder has taken the following:
DECISIONS
FIRST: To authorise and instruct the Company's Board of Directors to
undertake the execution, formalisation, delivery and performance, on
the terms and subject to the conditions deemed most appropriate for
the Company (expressly including the new terms and conditions of the
issue of the Notes as mentioned above), of the Notes, whereby the
Company will be jointly and severally, fully and unconditionally,
guaranteeing the Issuers' obligations under the Notes and any
related documents, agreements and statements, as described under
these Minutes.
SECOND: To authorise and instruct the Company's Board of Directors to carry
out any complementary acts and/or execute any documents and powers
whatsoever that might be necessary or appropriate in relation to the
execution, formalisation, delivery, performance and full
effectiveness of any of the documents and transactions referred to
above, the Board of Directors being required to ensure that all
instructions herein shall be duly complied with.
And in witness hereof, in our condition as joint representatives of BURNS PHILP
NETHERLANDS EUROPEAN HOLDINGS BV, we hereby draft these Minutes in the name of
the Company's Sole Shareholder and on its behalf, at the above indicated place
and date.
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS BV
By:
/s/ Lois Wheeler /s/ R.S.A. De Schutlsz
- ---------------------------------- ------------------------------------
Ms. Lois Wheeler EQUITY TRUST, NV
By: Mr. R.S.A. De Schutlsz
MINUTES OF THE BOARD OF DIRECTORS OF
BURNS PHILP FOOD, S.A. (SOLE SHAREHOLDER COMPANY)
These Minutes contain the resolutions passed by the Board of Directors of BURNS
PHILP FOOD, S.A. (Sole Shareholder company) (the "COMPANY"), whose members are
Mr. John Lynch, Mr. Dennis Lamberth and Mr. John McKenna, following the written
procedure, approved with the favorable vote of all the referred members on
February 17, 2003.
It is hereby stated that all the members of the Board of Directors have accepted
to follow the written procedure and that, within the term provided in the
By-laws of the Company, written communications from all of the Board members
(copies of which are filed at the Secretary's office) voting in favor of the
resolutions transcribed below, have been received at the Secretary's office.
Therefore, the following resolutions have been validly approved by unanimity:
"FIRST.- EXECUTION OF DOCUMENTS IN RELATION TO A PROPOSED ISSUE OF NOTES
Based on the information supplied by the Company's Sole Shareholder, the
projected note issue by a company within the Company's and the Sole
Shareholder's group of companies can be described as follows:
(a) The Company, the Sole Shareholder of the Company and BURNS PHlLP CAPITAL
PTY LIMITED, an Australian Corporation (the "AUSTRALIAN ISSUER") are
wholly owned subsidiaries of BURNS, PHILP & COMPANY LIMITED, an Australian
corporation ("PARENT");
(b) On December 13,2002 the Parent announced it intended, through a wholly
owned subsidiary, to make a conditional, off-market, cash takeover bid
(the "BID") for all the issued ordinary shares in Goodman Fielder Limited
at A$1.85 per share;
(c) In connection with providing part of the financing necessary to consummate
the Bid and/or financing for working capital and other general corporate
purposes, the Parent deemed it advisable and in the best interests of the
Parent and its subsidiaries for the Australian Issuer and, as determined
to be necessary by a Committee of the Board of Directors of the Parent
comprising Graeme Hart and Thomas Degnan (the "PRICING COMMITTEE")), for
BURNS PHILP CAPITAL (U.S.) INC., a Delaware Corporation (the "U.S.
ISSUER", and together with the Australian Issuer, the "ISSUERS") to, and
the Issuers desired as co-issuers to, issue and sell in a private
placement senior subordinated notes (the "SENIOR SUBORDINATED NOTES") of
up to US$200.0 million in aggregate principal amount, subject to reduction
at the discretion of the Pricing Committee, and that these
Senior Subordinated Notes will be issued at the discretion of the Pricing
Committee pursuant to the new indenture among the Issuers, each Guarantor
(as hereinafter defined) and Wells Fargo Bank, National Association, as
Trustee (the "NEW INDENTURE"), and the Company, the Parent and certain of
its other subsidiaries (collectively, the "GUARANTORS" and each a
"GUARANTOR") are, or will be required to, jointly and severally, fully and
unconditionally, guarantee the Issuers' obligations under the Senior
Subordinated Notes (the "SENIOR SUBORDINATED NOTE GUARANTEE");
(d) In connection with the private placement of the Senior Subordinated Notes,
the Issuers and the Guarantors are required to enter into a purchase
agreement (the "PURCHASE AGREEMENT"), as well as into a registration
rights agreement (the "REGISTRATION RIGHTS AGREEMENT") with the initial
purchaser of the Senior Subordinated Notes (the "INITIAL PURCHASER")
whereby the Issuers and the Guarantors will agree, among other things, to
file (i) a registration statement under the US Securities Act covering
debt securities identical in all material respects to the Senior
Subordinated Notes in a like aggregate principal amount (the "EXCHANGE
NOTES"), which Exchange Notes will be jointly and severally, fully and
unconditionally, guaranteed by the Guarantors (the "EXCHANGE NOTE
GUARANTEE") and will be offered in exchange for the Senior Subordinated
Notes (the "EXCHANGE OFFERING"); and (ii) in certain circumstances, a
shelf registration statement to register the Senior Subordinated Notes
under the US Securities Act;
(e) The Parent now deems it advisable and in the best interest of the Parent
and its subsidiaries for the Issuers, and the Issuers desire to, issue and
sell in a private placement the Senior Subordinated Notes in aggregate
principal amount of up to US$210.0 million, subject to reduction at the
discretion of the Pricing Committee;
(f) The Sole Shareholder of the Company approved a decision dated January 29,
2003 relating to the issue of the Senior Subordinated Notes and Exchange
Notes, and according to which it authorized and instructed the Board to
undertake the execution, formalization, delivery and performance, on the
terms and subject to the conditions deemed most appropriate for the
Company, of the Senior Subordinated Notes and Exchange Notes.
In connection with the above, the Company's Sole Shareholder, as of February
17,2003, in view of the aforementioned circumstances and relying on the Parent's
assessment of the economic benefits of the transactions referred to above and
group's solvency analysis, has authorized and instructed the Board to undertake
the execution, formalization, delivery and performance, on the terms and subject
to the conditions deemed most appropriate for the Company (expressly including
the new terms and conditions of the notes issue as mentioned above), of the
Senior Subordinated Notes and Exchange Notes, in accordance with the terms set
forth in the New Indenture (the "NOTES"), whereby the Company will be jointly
and severally, fully and unconditionally, guaranteeing the Issuers' obligations
under the Notes and any related documents, agreements and statements, as well as
to carry out any complementary acts and/or execute any documents and powers
whatsoever that might be necessary or appropriate in relation to the execution,
formalization, delivery, performance and full effectiveness of any of the
documents and transactions referred to
above, the Board being required to ensure that all the aforesaid instructions
shall be duly complied with.
In view of the foregoing, and taking into consideration the documentation
submitted to the Board, and specially the New Indenture, the Purchase Agreement
and the Registration Rights Agreement, among other issues, the Board unanimously
considers that the whole transaction described above is deemed advisable and in
the best interest of the Company, on the basis that it is in the best interest
of the Parent, and unanimously approves the following resolutions:
1. To agree that, after taking into account the financial position of the
Company, the giving by the Company of the financial assistance
contemplated in the whole transaction described above would not materially
prejudice the interests of the Company, the creditors, or the members of
the Company or any class of its creditors or members, nor would it
materially prejudice the Company's ability to pay its creditors.
2. To approve the execution, formalization, delivery and performance of the
issuance of the Notes whereby the Company will be jointly and severally,
fully and unconditionally, guaranteeing the Issuers' obligations under the
Notes, the New Indenture, the Purchase Agreement and the Registration
Rights Agreement, as well as any related documents, agreements or
statements whatsoever.
3. To approve any complementary acts and/or the execution of any documents
and powers whatsoever that might be necessary or appropriate in relation
to the execution, formalization, delivery, performance and full
effectiveness of any of the documents and transactions referred to above.
SECOND. - REVOCATION OF POWERS OF ATTORNEY
It is unanimously agreed to revoke the powers of attorney granted by the Company
pursuant to the Board of Directors' resolutions dated January 29, 2003, in
favour of the following persons:
(a) Mr. Thomas Degnan, of legal age, married, of United States nationality,
with domicile at Level 23, 56 Pitt Street, Sydney, New South Wales,
Australia, and Passport of the same nationality number Z8024352;
(b) Ms. Helen Golding, of legal age, married, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number L5654261;
(c) Mr. Allen Hugli, of legal age, single, of New Zealand nationality, with
domicile at Level 23,56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number AA448681;
(d) Mr. Greg Quirk, of legal age, married, of Australian nationality, with
domicile at Level 23,56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number E6309682;
(e) Mr. Philip West, of legal age, single, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number E7011877;
(f) Mr. George Petty, of legal age, married, of United States nationality,
with domicile at 921 98th Avenue, Oakland, CA 94603, United States of
America, and Passport of the same nationality number 054972068;
(g) Mr. Herb Blum, of legal age, married, of United States nationality, with
domicile at 240 Larkin Williams Industrial Court, Fenton, MO 63026, United
States of America, and Passport of the same nationality number 110695769;
(h) Ms. Elizabeth Vuong, of legal age, single, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number L6453027;
(i) Mr. Justin Pelly, of legal age, married, of Australian nationality, with
domicile at MLC Centre, Martin Place, Sydney, New South Wales, Australia,
and Passport of the same nationality number E6320246;
(j) Any person from time to time holding the office of Director, Secretary or
Vice-Secretary of the Board of Directors of the Company; and
(k) Any person from time to time holding the office of President, Vice
President and Treasurer of the Company;
THIRD - GRANTING OF POWERS OF ATTORNEY
The Board unanimously approves the following resolutions:
I. ATTORNEYS
To authorize and grant powers of attorney, as broad and sufficient as may be
required by law, to the following persons:
(a) Mr. Thomas Degnan, of legal age, married, of United States nationality,
with domicile at Level 23, 56 Pitt Street, Sydney, New South Wales,
Australia, and Passport of the same nationality number 28024352;
(b) Ms. Helen Golding, of legal age, married, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number L5654261;
(c) Mr. Allen Hugli, of legal age, single, of New Zealand nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number AA448681;
(d) Mr. Greg Quirk, of legal age, married, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number E6309682;
(e) Mr. Philip West, of legal age, single, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number E7011877;
(f) Mr. George Petty, of legal age, married, of United States nationality,
with domicile at 921 98th Avenue, Oakland, CA 94603, United States of
America, and Passport of the same nationality number 054972068;
(g) Mr. Herb Blum, of legal age, married, of United States nationality, with
domicile at 240 Larkin Williams Industrial Court, Fenton, MO 63026, United
States of America, and Passport of the same nationality number 110695769;
(h) Ms. Elizabeth Vuong, of legal age, single, of Australian nationality, with
domicile at Level 23, 56 Pitt Street, Sydney, New South Wales, Australia,
and Passport of the same nationality number L6453027;
(i) Mr. Justin Pelly, of legal age, married, of Australian nationality, with
domicile at MLC Centre, Martin Place, Sydney, New South Wales, Australia,
and Passport of the same nationality number E6320246;
(j) Any person from time to time holding the office of Director, Secretary or
Vice-Secretary of the Board of Directors of the Company; and
(k) Any person from time to time holding the office of President, Vice
President and Treasurer of the Company;
so that any of them (each of them referred to as an "ATTORNEY") may
individually, in the name and on behalf of the Company, carry out any of the
following acts:
1. To execute, formalize, deliver, perform and implement, on the terms and
subject to the conditions that the respective Attorney may deem
appropriate, any and all documents listed in Annex 1, as well as any
private or public documents that the respective Attorney may consider
necessary, convenient or complementary in relation to any of the documents
and transactions referred to above, in the manner and form that the
respective Attorney deems fit, including any amendments post-signing.
2. To complete, supplement or modify any of the documents mentioned in
paragraph 1 above, irrespective of whether or not such completion,
supplement or modification is substantive or not, or even implies changes
to the parties thereto, on the terms and subject to the conditions that
the respective Attorney considers appropriate.
3. To carry out whatever acts that the respective Attorney considers
necessary, advisable or complementary in relation to any transaction
stipulated in any of the documents mentioned in paragraph 1 above or to
the effective exercise of any of the powers granted herein.
4. To appoint attorneys to represent the respective Attorney in the exercise
of the powers granted herein, if deemed fit, with powers of substitution.
II. PROPER OFFICERS
To authorize and grant powers of attorney, as broad and sufficient as may be
required by law, to the following persons:
(a) Any person from time to time holding the office of Director, Secretary or
Vice-Secretary of the Board of Directors of the Company;
(b) Any person from time to time holding the office of President, Principal
Executive Officer, Vice President, Principal Financial Officer,
Controller, Treasurer or Principal Accounting Officer; and
(c) Mr. Thomas Degnan, whose personal details are referred to above;
so that any of them (each of them referred to as a "PROPER OFFICER") may
individually, in the name and on behalf of the Company, carry out any of the
following acts:
1. In conjunction with the Issuers and the other Guarantors, to execute and
file or cause to be filed with the US Securities and Exchange Commission
(the "COMMISSION"):
(i) a registration statement (the "EXCHANGE REGISTRATION STATEMENT") to
register the Exchange Notes and the accompanying Exchange Note
Guarantee (collectively, the "EXCHANGE SECURITIES") under the US
Securities Act in accordance with the terms of the Registration
Rights Agreement;
(ii) in the event the Exchange Offering is not undertaken, or the
Registration Rights Agreement otherwise requires, a shelf
registration statement (the "SHELF REGISTRATION STATEMENT") to
register the Senior Subordinated Notes and the accompanying Senior
Subordinated Note Guarantee (collectively, the "ORIGINAL
SECURITIES") under the US Securities Act in accordance with the
terms of the Registration Rights Agreement;
2. To prepare, execute and file (i) all reports required of it by the New
Indenture or the Commission pursuant to the US Securities Exchange Act;
(ii) such amendments and supplements to the Exchange Registration
Statement, together with such exhibits, letters and other documents,
deemed necessary or advisable in order that the Exchange Registration
Statement or the Shelf Registration Statement shall become and remain
effective under the Securities Act; and (iii) such other documents or
statements, and any amendment thereto, necessary or appropriate to obtain
any order, approval or certificate of approval of the Commission or any
other competent regulatory authority and in connection with the documents
and transactions referred to above, in the manner and form that the
respective Proper Officer deems fit.
3. To take any and all such actions, to execute and deliver all such other
documents, to make such filings, to incur and pay all such fees and
expenses deemed necessary, desirable or advisable to carry out fully the
intent and purposes of the
transactions referred to above, including but not limited to (i) any and
all actions necessary or appropriate to qualify or register for sale all
or part of the Original Securities and the Exchange Securities in
compliance with the US applicable regulations; (ii) carry out and
consummate fully the Exchange Offering in accordance with the terms and
procedures set forth in the Exchange Registration Statement and the
Registration Rights Agreement, or as may be required by the US Securities
Act or the US Exchange Act; and (iii) qualify the New Indenture pursuant
to which the Original Securities and Exchange Securities are to be issued
in accordance with the provisions of the US Trust Indenture Act.
4. To appoint attorneys to represent the respective Proper Officer in the
exercise of the following powers, if deemed fit, with powers of
substitution:
(i) to sign the Exchange Registration Statement or Shelf Registration
Statement and any and all amendments thereto and all documents or
instruments necessary, appropriate or desirable to enable the
Company to comply with the Securities Act any other applicable
United States and other laws in connection with the Exchange
Offering, and file the same with the Commission; and
(ii) to perform every act whatsoever, execute and deliver all such other
documents, to make such filings, to incur and pay all such fees and
expenses deemed necessary, desirable or advisable to carry out fully
the intent and purposes of the transactions referred to above.
III. TERMS AND CONDITIONS OF THE POWERS OF ATTORNEY
The powers of attorney hereby granted in Sections I and II above to the
Attorneys and the Proper Offices respectively (collectively, the
"PROXY-HOLDERS") are subject to the following terms and conditions:
(i) Delegation
These powers of attorney are applicable to the persons appointed by a
Proxy-holder or pursuant to the powers of substitution granted in
accordance with these Minutes (who will then be considered Proxy-holders).
A Proxy-holder may execute whatever documents mentioned above on behalf of
the Company, even where said Proxy-holder has granted powers of attorney
or has made another delegation to third parties.
(ii) Conflict of interest
A Proxy-holder may execute whatever documents mentioned above on behalf of
the Company or carry out any act (and such document or act shall be
valid), even where the Proxy-holder has in any way:
(a) an interest in relation to the document or act; or
(b) any type of relation with any person or entity whatsoever which may
have some type of interest with regard to the document or act
concerned.
(iii) Indemnity
The Company shall compensate the Proxy-holder for any loss, cost, charge,
liability or expense borne or incurred by the Proxy-holder as a direct or
indirect consequence of the exercise of any power hereunder.
(iv) Revocability
These powers of attorney may only be revoked by means of written notice
from the Company to the respective Proxy-holder. A certificate signed by a
Proxy-holder stating that he/she has not received said notification of
revocation shall be considered as conclusive evidence of such fact, unless
notarial evidence by the Company was provided.
(v) Personal liability and lack of warranty
The exercise by a Proxy-holder of any power granted hereunder does not
imply for said Proxy-holder or for any entity of which the Proxy-holder is
a member or employed:
(a) any personal liability in connection with the exercise of said power
or any consequence thereof; or
(b) an express or implied warranty of the capacity of the Proxy-holder
to exercise such power and of the validity thereof.
IV. CONFIRMATION OF THE APPOINTMENT OF MR. THOMAS DEGNAN AS AUTHORIZED
REPRESENTATIVE AND AGENT FOR SERVICE
To confirm the appointment of Mr. Thomas Degnan, whose personal data are
referred to above, authorized representative of the Company in the United States
and as agent for service of the Company in relation to any registration
statements whatsoever and any amendments thereto for purposes of the issue,
offer and sale of the Notes pursuant to the applicable laws in the United
States, being expressly empowered to receive any notices whatsoever in
connection with the above and with all powers consequent upon such designations.
V. CONFIRMATION OF THE DESIGNATION OF CT CORPORATION SYSTEM AS AGENT FOR
SERVICE
To confirm the designation of the company CT Corporation System, incorporated
under the laws of New York, USA, as agent for service of the Company in relation
to (i) the Original Securities or the Exchange Securities; (ii) the New
Indenture; (iii) the Purchase Agreement; and (iv) the Registration Rights
Agreement, as well as the Notes and any guarantees related thereto, pursuant to
the applicable laws in the United States, being expressly empowered to receive
any notices whatsoever in connection with the above and with all powers
consequent upon such designation.
FOURTH. - GRANTING OF FORMALIZATION FACULTIES
The Board of Directors unanimously resolves to expressly authorize all members
of the Board, as well as the Secretary non-member of the Board of Directors, Ms.
Maria Jose Aguilo Garcia and the Vice-Secretary non-member of the Board of
Directors, Mr. Nicolas Sierra Munoz, so that any of them, individually, may
appear before a notary public and execute any of the foregoing resolutions,
granting whatever private or public documents may be necessary for such
purposes, with express authorization likewise to grant all such deeds of
clarification or correction as needed for the exercise of the powers conferred
hereunder and, where applicable, for registration of the same with the relevant
domestic or international public registry.
FIFTH. - APPROVAL OF THE MINUTES
To approve the Minutes of the Board of Directors".
In witness hereof, I issue these Minutes with the approval of the Chairman of
the Board of Directors, Mr. John Lynch, in Cordoba, on February 17, 2003.
Approval by,
The Chairman of the Board of Directors The Vice-Secretary of the Board of Directors
/s/ John Lynch /s/ Nicolas Sierra Munoz
- -------------------------------------- --------------------------------------
Mr. John Lynch Mr. Nicolas Sierra Munoz
ANNEX 1
DOCUMENTS
1. The New Indenture among the Issuers, each Guarantor and the Trustee.
2. Senior Subordinated Note Guarantee on the terms set forth in the New
Indenture.
3. Registration Rights Agreement among the Issuers, each Guarantor and the
Initial Purchaser.
4. Exchange Note Guarantee on the terms set forth in the Registration Rights
Agreement.
5. Purchase Agreement among the Issuers, each Guarantor and the Initial
Purchaser.
6. Exchange Registration Statement by the Issuers and each Guarantor.
7. Shelf Registration Statement by the Issuers and each Guarantor.
8. Any applications, declarations or other instruments necessary or advisable
to obtain any order or approval of the United States Securities and
Exchange Commission or any other relevant regulatory authority in
connection with the Original Securities or Exchange Securities.
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys
for service of process, necessary or advisable to qualify or register for
sale the Original Securities or the Exchange Securities in various states
of the United States.
10. Any agreements as may be necessary or advisable to effect the inclusion of
the Notes in the Portal market, a subsidiary of the Nasdaq Stock Market,
Inc.
11. Any agreements as may be necessary or advisable to effect the appointment
of The Depository Trust Company as depositary with respect to the Notes.
12. Any agreements as may be necessary or advisable to effect the appointment
of Wells Fargo Bank, National Association, as Trustee for the Notes.
13. Any document which the relevant Attorney thinks necessary, advisable or
incidental in connection with any other Document or any transaction
contemplated by any other Document (including without limitation relevant
United States Securities and Exchange Commission).
BURNS PHILP VENEZUELA, S.A.
[TRANSLATION]
POWER OF ATTORNEY
The undersigned, Ruben Eduardo Lujan, Venezuelan, of legal age, bearer of
identity card N(o) 11.861.570, acting in my capacity as Attorney-in-Fact of
BURNS PHILP VENEZUELA, S.A., a corporation organized and existing under the laws
of the Bolivarian Republic of Venezuela, registered with the Fifth Commercial
Registry of the Judicial Circuit of the Capital District and State of Miranda on
August 22, 2002, under N(o) 23, Volume 694-A-Qto. (hereinafter referred to as
the "Company"), and duly authorized herefor as evidenced by a minutes of the
Shareholders' Meeting dated January 27, 2003, hereby declare: "On behalf of the
Company I grant a special power of attorney, but as broad and sufficient as may
be required by law, to Thomas Degnan, Australian citizen, of legal age,
domiciled in Australia, bearer of passport number Z8024352; Helen Golding,
Australian citizen, of legal age, domiciled in Australia, bearer of passport
number L5654261; Allen Hugli, New Zealand citizen, of legal age, domiciled in
Australia, bearer of passport number AA448681; Greg Quirk, Australian citizen,
of legal age, domiciled in Australia, bearer of passport number E6309682; Philip
West, Australian citizen, of legal age, domiciled in Australia, bearer of
passport number E7011877; George Petty, US citizen, of legal age, domiciled in
the United States of America, bearer of passport number 054972068; Herb Blum, US
citizen, of legal age, domiciled in the United States of America, bearer of
passport number 110695769; Elizabeth Vuong, Australian citizen, of legal age,
domiciled in Australia, bearer of passport number L6453027; and Justin Pelly,
Australian citizen, of legal age, domiciled in Australia, bearer of passport
number E6320246 (each one of them hereinafter referred to as the
"Attorney-in-fact"), so that they, acting jointly or severally, may make, sign,
execute, seal (in the case of a deed) and deliver the following documents (each
one of them hereinafter referred to as a "Document", and collectively referred
to as the "Documents"): (i) any Indenture between Burns Philp Capital Pty
Limited (and, if applicable, any co-issuer or co-obligor), each Guarantor and
the Trustee; (ii) the Senior Subordinated Note Guarantee on the terms set forth
in the relevant Indenture; (iii) the Registration Rights Agreement between Burns
Philp Capital Pty Limited (and, if applicable, any co-issuer or co-obligor),
each Guarantor and the Initial Purchaser; (iv) the Exchange Note Guarantee on
the terms set forth in the Registration Rights Agreement; (v) the Purchase
Agreement between Burns Philp Capital Pty Limited (and, if applicable, any co-
issuer or co-obligor), each Guarantor and the Initial Purchaser; (vi) the
Exchange Registration Statement by Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor) and each Guarantor; (vii) the Shelf
Registration Statement by Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor) and each Guarantor; (viii) any applications,
declarations or other instruments necessary or advisable to obtain any order or
approval of the United States Securities and Exchange Commission or any other
relevant regulatory authority in connection with the Senior Subordinated Notes
and the accompanying Senior Subordinated Note Guarantees (hereinafter
collectively referred to as the "Original Securities") or the Exchange Notes and
the accompanying Exchange Note Guarantees (hereinafter collectively referred to
as the "Exchange Securities"); (ix) any papers and documents including, but not
limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process, necessary or advisable to
qualify or register for sale the Original Securities or the Exchange Securities
in various states of the United States; (x) any agreements as may be necessary
or advisable to effect the inclusion of the Senior Subordinated Notes and the
Exchange Notes in the Portal market, a subsidiary of the Nasdaq Stock Market,
Inc.; (xi) any agreements as may be necessary or advisable to effect the
appointment of The Depository Trust Company as depositary with respect to the
Senior Subordinated Notes and the Exchange Notes; (xii) any agreements as may be
necessary or advisable to effect the appointment a Trustee for the Senior
Subordinated Notes and the Exchange Notes; and (xiii) any document which the
relevant Attorney thinks necessary, advisable or incidental in connection with
any other Document or any transaction contemplated by any other Document
(including without limitation relevant United States Securities and Exchange
Commission, Australian Securities and Investments Commission, Office of State
Revenue, and Land Titles Office forms); as well as execute any amendments
(including by way of an amending agreement to any of such Documents) post
signing; supplement, make alterations to and complete any blanks in any
Documents; and do anything and sign, execute, seal and deliver any documents
that, in the opinion of the Attorney, may be necessary, advisable or incidental
to any transaction or dealing contemplated by any Document. Any one of the
Attorneys-in-Fact may execute a Document or do anything (and that Document or
thing will be valid) even if the Attorney is in any way: (i) interested in the
Document or thing; or (ii) connected with a person who is in any way
interested in the Document or thing. Any one of the Attorneys-in-Fact may
appoint one or more sub-attorneys to exercise all or any of the powers and
authorities conferred by this power of attorney (other than the power of
delegation herein conferred), and may replace such sub-attorney. The Company
shall indemnify each Attorney-in-Fact against each claim, action, proceeding,
judgment, damage, loss, expense or liability incurred or suffered by or brought
or made or recovered against the Attorney-in-Fact in connection with the
exercise of any of the powers and authorities conferred by this power of
attorney. The exercise by an Attorney-in-fact of the powers and authorities
conferred by this power of attorney does not involve any assumption by that
Attorney-in-Fact, or any body in which he or she is a partner or employed, of
personal liability in connection with the exercise of the powers and authorities
or the consequences of so doing. Furthermore, the Company ratifies and agrees to
ratify everything done or caused to be done by an Attorney-in-Fact under this
power of attorney. This power of attorney is executed and delivered in the City
of Caracas, Bolivarian Republic of Venezuela, on the date of its authentication
before a Notary Public.
/s/ Ruben Eduardo Lujan
- --------------------
Ruben Eduardo Lujan
Attorney-in-Fact
SUDAMERICANA DE LEVADURAS S.A.DE INVERSIONES
TRANSLATION
PAGE 45 -ORIGINAL RECORD A. FIRST COPY. SPECIAL POWER OF ATTORNEY: "SUDAMERICANA
DE LEVADURAS S.A. DE INVERSIONES" in favor of Thomas Degnan et al.
DEED NUMBER TWENTY-ONE
In the City of Buenos Aires, Capital City of the Argentine Republic, on January
10, 2003, THERE APPEARS before me, Authorizing Notary Public: Fernando Carlos
WALL, Argentine, married, engineer by profession, holder of the Identity
Document (LE) 8,511,729, legally domiciled at Tronador 71 of this City, of age,
capable, unto me known, I attest. He appears in his capacity as PRESIDENT of the
company doing business under the name "SUDAMERICANA DE LEVADURAS S.A. DE
INVERSIONES", the existence whereof and the capacity invoked he evidences:
First: COMPANY'S EXISTENCE: a) Through the articles of incorporation dated
October 8, 1990, transcribed into page 1097 and its supplementary deed dated
October 29, 1990, transcribed into page 1189, both of the Register 190 of this
City in the charge of Notary Public Napoleon Paz, certified copies whereof were
jointly registered with the General Inspection of Corporations on November 9,
1990, under number 8333, Book 108, Volume "A" of Corporations; b) Through the
deed whereby the Corporate Capital was increased and the Bylaws were amended,
dated February 14, 1991, transcribed into page 138 of the aforementioned
Register and Notary Public, certified copy whereof was registered with the
General Inspection of Corporations on May 8, 1991 under number 2577, Book 109,
Volume "A" of Corporations; c) Through the private instrument whereby the
Corporate Capital was increased and article three of the Bylaws was amended,
dated October 4, 1994, registered with the General Inspection of Corporations on
March 17, 1995, under number 2250, Book 116, Volume "A" of Corporations; and d)
Through the private instrument whereby the corporate domicile was changed, dated
July 14, 1993, registered with the General Inspection of Corporations on August
4, 1993, under number 7118, Book 113, Volume "A" of Corporations; certified
copies of these instruments are appended on page 3054 of this Register, Original
Record of the year 1995, I attest. Second: CAPACITY INVOKED BY THE APPEARING
PARTY: a) Through the General Ordinary Shareholders' Meeting's Minutes dated
August 15, 2001, appointing the members of the Board of Directors, and b)
Through the Board of Directors' Meeting's Minutes dated August 15, 2001,
allocating positions in the Board of Directors, the appearing party having been
vested with the capacity invoked; certified copies of these minutes are appended
on page 349 of this Register, Original Record of the year 2002, I attest. THE
AUTHORIZATION for the purposes hereof arises from the Board of Directors'
Meeting's Minutes dated January 10, 2003, the original whereof I have before me
and their relevant parts are transcribed as follows: "In the City of Buenos
Aires, on January 10, 2003, at 9 a.m., the undersigned Directors of SUDAMERICANA
DE LEVADURAS S.A. DE INVERSIONES (SALSA) held a meeting at the corporate
premises. The Syndic was present. The meeting was chaired by the Company's
President, Mr. Fernando Wall, who informed those presents that for the purpose
of providing part of the financing necessary to consummate the takeover bid for
all the issued ordinary shares in Goodman Fielder Limited and/or financing for
working capital and other general corporate purposes, the Company's controlling
shareholder - i.e. the Burns Philp Group -headed by Burns Philp & Company
Limited, proposed to make a high yield new note issue into the United States
through Burns
Philp Capital Pty. Limited, which notes shall be subordinate in right of payment
to the senior debt of Burns Philp Group, and requested that the Company grant a
guaranty for such new note issue. In such regard, the Chairman tabled: (a) a
draft Power of Attorney in relation to the execution of documents in respect of
a proposed issue of Original Securities and Exchange Securities (both as defined
below); (b) an indenture dated June 21, 2002 among Burns Philp Capital Pty.
Limited (the Issuer),each Guarantor (as defined below) and Bank of New York as
Trustee (the Indenture); (c) an Explanatory Memorandum entitled "Project Test:
High Yield Notes Explanatory Memorandum" (the Explanatory Memorandum); and (d) a
Group Solvency Report. The Chairman noted that the following documents, referred
to in the Explanatory Memorandum, are still in the process of being drafted: (a)
Purchase Agreement among the Issuer, each Guarantor and the Initial Purchaser
(as defined below) (the Purchase Agreement); and (b) Registration Rights
Agreement among the Issuer, each Guarantor and the Initial Purchaser (as defined
below) (the Registration Rights Agreement), and that drafts of these documents
are available on request. In addition, the Chairman noted that, in the event it
was determined by a Committee of the Board of Directors of Burns, Philp &
Company Limited (the Parent) comprising Graeme Hart and Thomas Degnan (the
Pricing Committee),in its discretion, that the proposed issue of Senior
Subordinated Notes (as defined below) should be made not as an additional issue
of debt securities under the Indenture, but as a separate new issue of debt
securities under a new indenture (the New Indenture) between the Issuer, each
Guarantor (as defined below) and Bank of New York as Trustee, the New Indenture
would be drafted. The Chairman also noted that, in the event a New Indenture was
to be executed, the Pricing Committee, in its discretion, also may determine
that the Notes would be issued by the Issuer and a US incorporated co-issuer or
co-obligor (the Co-Issuer). The terms of the New Indenture are expected to be
substantially similar to the terms of the Indenture, and a draft of the New
Indenture will be available on request. The Chairman also noted that the
Preliminary Confidential Offering Circular by the Issuer in relation to the
Senior Subordinated Notes, also referred to in the Explanatory Memorandum, has
been substantially finalized and is available on request. The Chairman referred
to the tabled documents and reported to the meeting that: ... (a) ... (b) ...
(c) ... (d) ... (e) ... (f) ... (g) ... (h) ... (i) ... (j) ... (k) ... (l) ...
(m) ... (n) ...(o)...(p)...(q)...(r)...(s)... (t) ...(u)...(v)...(w)...(x) Power
of Attorney: to grant a special power of attorney in favor of Thomas Degnan,
Helen Golding, Allen Hugli, Greg Quirk, Philip West and Elizabeth Vuong
(domiciled at Level 23, 56 Pitt Street, Sydney, New South Wales), George Petty
(domiciled at 921, 98th Avenue, Oakland, CA 94603, United States of America),
Herb Blum (domiciled at 240 Larkin Williams Industrial Court, Fenton, MO 63026,
United States of America), Justin Pelly, Melita Cottrell, Patrick Lowden and
Tuyet Nguyen (domiciled at MLC Centre, Martin Place, Sydney, New South Wales)
(each an Attorney) so that any Attorney, with or without the other, with full
powers of substitution, acting in the name and on behalf of Sudamericana de
Levaduras S.A. de Inversiones, may perform the following acts: I. Make, sign,
execute, seal (in the case of a deed) and deliver the following document or
documents (each a Document) and any document ancillary to any Document and
execute any amendments (including by way of an amending agreement) post signing:
(i) any Indenture between Burns Philp Capital Pty. Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Trustee; (ii) Senior
Subordinated Note Guarantee on the terms set forth in the relevant Indenture;
(iii) Registration Rights Agreement between Burns Philp Capital Pty. Limited
(and, if applicable, any co-issuer or co-obligor), each Guarantor and the
Initial Purchaser; (iv) Exchange Note Guarantee on the terms set forth in the
Registration Rights Agreement; (v) Purchase Agreement between
Burns Philp Capital Pty. Limited (and, if applicable, any co-issuer or
co-obligor), each Guarantor and the Initial Purchaser; (vi) Exchange
Registration Statement by Burns Philp Capital Pty. Limited (and, if applicable,
any co-issuer or co-obligor) and each Guarantor; (vii) Shelf Registration
Statement by Burns Philp Capital Pty. Limited (and, if applicable, any co-issuer
or co-obligor) and each Guarantor; (viii) Any applications, declarations or
other instruments necessary or advisable to obtain any order or approval of the
United States Securities and Exchange Commission or any other relevant
regulatory authority in connection with the Senior Subordinated Notes and the
accompanying Senior Subordinated Note Guarantees (the Original Securities) or
the Exchange Notes and the accompanying Exchange Note Guarantees (the Exchange
Securities); (ix) Any papers and documents including, but not limited to,
applications, reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process, necessary or advisable to qualify or register
for sale the Original Securities or the Exchange Securities in various states of
the United States; (x) Any agreements as may be necessary or advisable to effect
the inclusion of the Senior Subordinated Notes and the Exchange Notes in the
Portal market, a subsidiary of the Nasdaq Stock Market, Inc.; (xi) Any
agreements as may be necessary or advisable to effect the appointment of The
Depository Trust Company as depositary with respect to the Senior Subordinated
Notes and the Exchange Notes (xii) Any agreements as may be necessary or
advisable to effect the appointment of Bank of New York, as Trustee for the
Senior Subordinated Notes and the Exchange Notes; and (xiii) Any document which
the relevant Attorney thinks necessary, advisable or incidental in connection
with any other Document or any transaction contemplated by any other Document
(including without limitation relevant United States Securities and Exchange
Commission, Australian Securities and Investments Commission, Office of State
Revenue, and Land Titles Office forms). 11. Supplement, make alterations to and
complete any blanks in any Document. 111. Do anything and sign, execute, seal
and deliver any documents that, in the opinion of the Attorney, may be necessary
or incidental to any transaction or dealing contemplated by any Document. It is
expressly put on record that an Attorney may appoint one or more sub-attorneys
to exercise all or any of the powers and authorities conferred by this deed
(other than the power of delegation conferred by this clause) and may replace a
sub-attorney. All provisions of this deed relating to Attorneys apply to a
sub-attorney. The Principal ratifies and agrees to ratify everything done or
caused to be done by an Attorney under this Power of Attorney. An Attorney may
execute a Document or Additional Document or do anything (and that Document or
Additional Document or thing will be valid) even if the Attorney is in any way
interested in the Document or Additional Document or thing; or connected with a
person who is in any way interested in the Document or Additional Document or
thing. The Principal shall indemnify each Attorney against each claim, action,
proceeding, judgment, damage, loss, expense or liability incurred or suffered by
or brought or made or recovered against the Attorney in connection with the
exercise of any of the powers and authorities conferred by this deed. The powers
and authorities conferred by this deed on an Attorney may not be revoked or
suspended except by written notice by the Principal to that Attorney. Any person
or body corporate or unincorporate dealing with an Attorney in good faith may
rely on a written statement by the Attorney to the effect that the Attorney has
no notice of the revocation or suspension of his or her powers and authorities
as conclusive evidence of that fact. The exercise by an Attorney of the powers
and authorities conferred by this deed does not involve any assumption by that
Attorney, or any body in which he or she is a partner or employed, of personal
liability in connection with the exercise of the powers and authorities or the
consequences of so doing. The Principal shall, if necessary,
register this deed wherever required to give effect to its terms. If the
Principal fails to do so, the Attorney may register this deed and claim
reimbursement from the Principal of any costs reasonably incurred in doing so.
It was likewise resolved to authorize the President to formalize the power of
attorney granted, whether by incorporating it into a public deed or formalizing
it as a private instrument -(y)...There being no further matters to deal with,
the meeting rose at 12 a.m. There follow illegible signatures". IT IS TRUE COPY
of the referenced minutes, the relevant parts whereof were transcribed into
these presents, I attest. And the appearing party in the capacity invoked and
evidenced STATES that: He grants a SPECIAL POWER OF ATTORNEY in favor of Thomas
Degnan, Helen Golding, Allen Hugli, Greg Quirk, Philip West and Elizabeth Vuong
(domiciled at Level 23, 56 Pitt Street, Sydney, New South Wales), George Petty
(domiciled at 921, 98th Avenue, Oakland, CA 94603, United States of America),
Herb Blum (domiciled at 240 Larkin Williams Industrial Court, Fenton, MO 63026,
United States of America), Justin Pelly, Melita Cottrell, Patrick Lowden and
Tuyet Nguyen (domiciled at MLC Centre, Martin Place, Sydney, New South Wales)
(each an Attorney) so that any Attorney, with or without the other, with full
powers of substitution, acting in the name and on behalf of "SUDAMERICANA DE
LEVADURAS S.A. DE INVERSIONES", may perform all the acts mentioned in the above
transcribed minutes, exercising all the acts arising therefrom and which are
fully reproduced herein for all pertinent purposes, I attest. - HAVING THESE
PRESENTS BEEN READ, the appearing party delivers and executes same, before me,
Authorizing Notary Public, I attest. Fernando Carlos WALL -There appear a seal
and a signature -Before me: NOTARY PUBLIC ARTURO JOSE SALA - IT CORRESPONDS TO
ITS ORIGINAL executed before me and entered on page 45, Original Record A of the
Registry 375, in my charge. FOR THE ATTORNEYS-IN-FACT I issue a 4-page FIRST
COPY of the Notarial Record, consecutively numbered from N001714302 to this one,
inclusive. I affix my seal and signature at the place and on the date of
delivery.
/s/ Arturo Jose Sala
Arturo Jose Sala
Notary Public. Enrolment 4491.
LEVADURA URUGUAYA S.A.
TRANSLATION
Power of Attorney
On January 9, 2003 in Montevideo, Uruguay, LEVADURA URUGUAYA S.A. hereby grants
a special power of attorney in favor of Thomas Degnan, Helen Golding, Allen
Hugli, Greg Quirk, Phillip West and Elizabeth Vuong (domiciled at Level 23, 56
Pitt Street, Sydney, New South Wales), George Petty (domiciled at 921, 98th
Avenue, Oakland, CA 94603, United States of America), Herb Blum (domiciled at
240 Larkin Williams Industrial Court, Fenton, MO 63026, United States of
America), Justin Pelly, Melita Cottrel, Patrick Lowden and Tuyet Nguyen
(domiciled at MLC Centre, Martin Place, Sydney, New South Wales) (each an
ATTORNEY) so that any Attorney, with or without the other, will full powers of
substitution, acting in the name and on behalf of Levadura Uruguaya S.A., may
perform the following acts: I. Make, Sign, execute, seal (in the case of a deed)
and deliver the following document or documents (each a Document) and any
document ancillary to any Document and execute any amendments (including by way
of an amending agreement) post signing: (i) and Indenture between Burns Philp
Capital Pty. Limited (and, if applicable any co-issuer or co-obligor), each
Guarantor and the Trustee; (ii) Senior Subordinated Note Guarantee on the terms
set forth in the relevant Indenture; (iii) Registration Rights Agreement between
Burns Philp Capital Pty. Limited (and, if applicable, any co-issuer or
co-obligor), each Guarantor and the Initial Purchaser; (iv) Exchange Note
Guarantee on the terms set fourth in the Registration Agreement; (v) Purchase
Agreement between Burn Philp Capital Pty. Limited (and, if applicable, any
co-issuer or co-obligor), each Guarantor and the Initial Purchaser; (vi)
Exchange Registration Statement by Burns Philp Capital Pty. Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor; (vii) Shelf
Registration Statement by Burns Philp Capital Pty. Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor; (viii) Any applications,
declarations or other instruments necessary or advisable to obtain any order or
approval of the United State Securities and Exchange Commission or any other
relevant regulatory authority in connection with the Senior Subordinated Notes
and the accompanying Senior Subordinated Notes Guarantees (the Original
Securities) or the Exchange Notes and the accompanying Exchange Notes Guarantees
(the Exchange Securities); (ix) Any papers and documents including, but not
limited to, application , reports, surety bonds, irrevocable consents and
appointment of attorneys for service of process, necessary or advisable to
qualify or register for sale of Original Securities or the Exchange Securities
in various states of the United States; (x) Any agreement as may be necessary or
advisable to effect the inclusion of the Senior Subordinated Notes and the
Exchange Notes in the Portal market, a subsidiary of the Nasdaq Stock Market,
Inc.; (xi) Any agreements as may be necessary or advisable to effect the
appointment of The Depository Trust Company as depositary with respect to the
Senior Subordinated Notes and the Exchange Notes; (xii) Any agreements may be
necessary or advisable to effect the appointment of Bank of New York, as Trustee
for the Senior Subordinated Notes and the Exchange Notes; and (xiii) Any
documents which relevant Attorney thinks necessary, advisable or incidental in
connection with any other Documents or any transaction contemplated by any other
Document (including without limitation relevant United States Securities and
Exchange Commission, Australian Securities and Investments Commission. Office of
State Revenue, and Land Titles Office forms). II. Supplement, make alteration to
and complete any blanks in any Document. III. Do anything and sign, execute,
seal and deliver any documents that, in the opinion of the Attorney, may be
necessary or incidental or any transaction or dealing contemplated by any
Document. It is expressly put on record that an Attorney may appoint one or more
sub-attorneys to exercise all or any of the powers and authorities conferred by
this deed (other than the power of delegation conferred by this clause) and may
replace a sub-attorney. All provisions of this deed relating to Attorneys apply
to a sub-attorney. The Principal ratifies and agrees to ratify everything done
or caused to be done by an Attorney under this Power of Attorney. An Attorney
may execute a Document or Additional Document or do anything (and that Document
or Additional Document or thing will be valid) even if the Attorney is in any
way interested in the Document or Additional Document or thing; or connected
with a person who is in any way interested in the Document or Additional
Document or thing. The Principal shall indemnify each Attorney against each
claim, action, proceeding, judgment, damage, loss, expense or liability incurred
or suffered by or brought or made or recovered against the Attorney in
connection with the exercise of any of the powers and authorities conferred by
this deed. The powers and authorities conferred by this deed on an Attorney may
not be revoked or suspended except by written notice by the Principal to that
Attorney. Any person or body corporate or unincorporate dealing with an Attorney
in good faith may rely on a written statement by the Attorney to the effect that
the Attorney has no notice of the revocation or suspension of his or her powers
and authorities as conclusive evidence of that fact. The exercise by an Attorney
of the powers and authorities conferred by this deed does not involve any
assumption by that Attorney, or any body in which he or she is a partner or
employed, of personal liability in connection with the exercise of the powers
and authorities or the consequences of so doing. The Principal shall, if
necessary, register this deed wherever requiring to give effect to its terms. If
the Principal fails to do so, the Attorney may register this deed and claim
reimbursement from the Principal of any costs reasonably incurred in doing so.
p. LEVADURA URUGUAYA S.A.
/s/ Christiam Olt Acosta y Lara /s/ Fernando Wall
- ------------------------------- -----------------------------------
Christiam Olt Acosta y Lara Fernando Wall