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.$100 million aggregate principal amount of 9 1/2% Senior
Notes due 2010, 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not been modified or rescinded and are at the date of this Certificate in full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 or translation of that extract, as indicated thereon, 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 30th day of July 2003.
By: /s/ Helen D. Golding
-----------------------------
Name: Helen D. Golding
Title: Company Secretary &
Group Legal Counsel
EXHIBIT A
POWER OF ATTORNEY
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THE COMPANIES LISTED IN SCHEDULE 1
POWER OF ATTORNEY
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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........................................................... 3
10. Governing law.......................................................... 3
Schedule 1............................................................. 5
Schedule 2............................................................. 7
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Power of Attorney
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Date 27 May 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 deed.
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 or Power of Attorney)
and deliver the document or documents described in paragraph (b) of
Schedule 2 (each a DOCUMENT) and any document ancillary to any
Document (each an ADDITIONAL DOCUMENT) in each case in such form and
substance and between such parties as may be approved by the Attorney
(such approval to be evidenced conclusively by the Attorney's
execution of the 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.
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Power of Attorney
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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:
(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 an
Attorney may (as regards the Principal) do so without making any
enquiry in relation to those matters; or
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Power of Attorney
_______________________________________________________________________________
(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]
CAPITAL PTY LIMITED was affixed in the
presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------ --------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------ --------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS, PHILP & [Burns, Philp & Company Limited Seal]
COMPANY LIMITED was affixed in the
presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------ --------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------ --------------------------------
Print Name Print Name
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[COMMON SEAL]
Power of Attorney
- --------------------------------------------------------------------------------
THE COMMON SEAL of BURNS PHILP CAMELLIA PTY LIMITED was affixed in the presence
of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------------ ------------------------------------
Director Signature Director/Secretary Signature
Thomas J. Degnan Helen D. Golding
- ------------------------------------ ------------------------------------
Print Name Print Name
[COMMON SEAL]
THE COMMON SEAL of BURNS PHILP FOOD HOLDINGS PTY LIMITED was affixed in the
presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------------ ------------------------------------
Director Signature Director/Secretary Signature
Thomas J. Degnan Helen D. Golding
- ------------------------------------ ------------------------------------
Print Name Print Name
[COMMON SEAL]
THE COMMON SEAL of BURNS PHILP FOOD OVERSEAS HOLDINGS LIMITED was affixed in the
presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------------ ------------------------------------
Director Signature Director/Secretary Signature
Thomas J. Degnan Helen D. Golding
- ------------------------------------ ------------------------------------
Print Name Print Name
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Power of Attorney
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THE COMMON SEAL of BURNS PHILP FOOD
PROPERTIES PTY LIMITED was affixed in the (COMMON SEAL)
presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- -------------------------- ---------------------------------
Director Signature Director/Secretary Signature
Thomas J. Degnan Helen D. Golding
- -------------------------- ---------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP FOOD
SERVICES PTY LIMITED was affixed in the (COMMON SEAL)
presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- -------------------------- ---------------------------------
Director Signature Director/Secretary Signature
Thomas J. Degnan Helen D. Golding
- -------------------------- ---------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP SOUTH
AMERICA PTY LIMITED was affixed in the (COMMON SEAL)
presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- -------------------------- ---------------------------------
Director Signature Director/Secretary Signature
Thomas J. Degnan Helen D. Golding
- -------------------------- ---------------------------------
Print Name Print Name
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Power of Attorney
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THE COMMON SEAL of BURNS PHILP
MIDDLE EAST PTY LIMITED was affixed in [Common Seal]
the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- -------------------------------- ----------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- -------------------------------- ----------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP
OVERSEAS HOLDINGS LIMITED was affixed in [Common Seal]
the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- -------------------------------- ----------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- -------------------------------- ----------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP
PAKISTAN PTY LIMITED was affixed in the [Common Seal]
presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- -------------------------------- ----------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- -------------------------------- ----------------------------------
Print Name Print Name
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Power of Attorney
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THE COMMON SEAL of BURNS PHILP [Burns Philp Technology and
TECHNOLOGY AND DEVELOPMENT PTY Development Pty Limited Common
LIMITED was affixed in the presence of: Seal] A.C.N. 003 994 241
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------ ----------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------ -----------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP [Burns Philp Technology Pty Limited
TECHNOLOGY PTY LIMITED was affixed in Common Seal] A.C.N. 061 602 506
the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------ -----------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------ -----------------------------------
Print Name Print Name
THE COMMON SEAL of BURNS PHILP [Burns Philp Treasury (Australia)
TREASURY (AUSTRALIA) LIMITED was affixed Limited Common Seal]
in the presence of: A.C.N. 003 731 986
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------ -----------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------ -----------------------------------
Print Name Print Name
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Power of Attorney
- --------------------------------------------------------------------------------
THE COMMON SEAL of INDONESIAN YEAST
COMPANY PTY LIMITED was affixed in the [COMMON SEAL]
presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------ ------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------ ------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION ARGENTINA PTY LIMITED [COMMON SEAL]
was affixed in the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------ ------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ----------------------- ------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION BRAZIL PTY LIMITED was [COMMON SEAL]
affixed in the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------ ------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ----------------------- ------------------------------
Print Name Print Name
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Power of Attorney
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THE COMMON SEAL of MAURI
FERMENTATION CHILE PTY LIMITED was [COMMON SEAL]
affixed in the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------------- ---------------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------------- ---------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION CHINA PTY LIMITED was [COMMON SEAL]
affixed in the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------------- ---------------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------------- ---------------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION INDIA PTY LIMITED was [COMMON SEAL]
affixed in the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------------- ---------------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------------- ---------------------------------------
Print Name Print Name
-9-
Power of Attorney
- --------------------------------------------------------------------------------
THE COMMON SEAL of MAURI
FERMENTATION INDONESIA PTY LIMITED was [Common Seal]
affixed in the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- --------------------------------- -----------------------------------
Director Signature Director/Secretary Signature
Thomas J. Degnan Helen D. Golding
- ---------------------------- -----------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION MALAYSIA PTY LIMITED was [Common Seal]
affixed in the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- --------------------------------- -----------------------------------
Director Signature Director/Secretary Signature
Thomas J. Degnan Helen D. Golding
- ---------------------------- -----------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI
FERMENTATION PHILIPPINES PTY LIMITED was [Common Seal]
affixed in the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- --------------------------------- -----------------------------------
Director Signature Director/Secretary Signature
Thomas J. Degnan Helen D. Golding
- ---------------------------- -----------------------------------
Print Name Print Name
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Power of Attorney
- --------------------------------------------------------------------------------
THE COMMON SEAL of MAURI [COMMON SEAL]
FERMENTATION VIETNAM PTY LIMITED was
affixed in the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------------ ----------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------------ ----------------------------------
Print Name Print Name
THE COMMON SEAL of MAURI YEAST [COMMON SEAL]
AUSTRALIA PTY LIMITED was affixed in the
presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------------ ----------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------------ ----------------------------------
Print Name Print Name
THE COMMON SEAL of BPC 1 PTY LIMITED [COMMON SEAL]
was affixed in the presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------------ ----------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------------ ----------------------------------
Print Name Print Name
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Power of Attorney
- --------------------------------------------------------------------------------
THE COMMON SEAL of BURNS PHILP [COMMON SEAL]
AUSTRALIA PTY LIMITED was affixed in the
presence of:
/s/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------------ ----------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN 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/ Thomas J. Degnan /s/ Helen D. Golding
- ------------------------------------ ----------------------------------
Director Signature Director/Secretary Signature
THOMAS J. DEGNAN HELEN D. GOLDING
- ------------------------------------ ----------------------------------
Print Name Print Name
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Power of Attorney
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SCHEDULE 1
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.
2. Burns Philp & Company Limited (ACN 65 000 000 359), incorporated in New
South Wales, of Level 23, 56 Pitt Street, Sydney, New South Wales.
3. Burns Philp Camellia Pty Limited (ACN 003 925 040) incorporated in
New South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. Burns Philp Overseas Holdings Limited (ACN 004 474 551) incorporated
in Victoria of Level 23, 56 Pitt Street, Sydney, New South Wales.
11. Burns Philp Pakistan Pty Limited (ACN 068 581 653) incorporated in
New South Wales, of Level 23, 56 Pitt Street, Sydney, New South Wales.
12. 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.
13. Burns Philp Technology Pty Limited (ACN 061 602 506) incorporated in New
South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
14. Burns Philp Treasury (Australia) Limited (ACN 003 731 986) incorporated in
New South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
15. Indonesian Yeast Company Pty Limited (ACN 061 753 026) incorporated in New
South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
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Power of Attorney
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16. Mauri Fermentation Argentina Pty Limited (ACN 003 994 312) incorporated in
New South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
17. Mauri Fermentation Brazil Pty Limited (ACN 060 142 038) incorporated in New
South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
18. Mauri Fermentation Chile Pty Limited (ACN 061 325 157) incorporated in New
South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
19. Mauri Fermentation China Pty Limited (ACN 051 675 775) incorporated in New
South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
20. Mauri Fermentation India Pty Limited (ACN 063 797 759) incorporated in New
South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
21. Mauri Fermentation Indonesia Pty Limited (ACN 001 515 617) incorporated in
New South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
22. Mauri Fermentation Malaysia Pty Limited (ACN 051 611 628) incorporated in
New South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
23. Mauri Fermentation Philippines Pty Limited (ACN 068 581 493) incorporated
in New South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
24. Mauri Fermentation Vietnam Pty Limited (ACN 066 107 426) incorporated in
New South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
25. Mauri Yeast Australia Pty Limited (ACN 003 853 656) incorporated in New
South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
26. BPC 1 Pty Limited (ACN 101 665 918) incorporated in New South Wales of
Level 23, 56 Pitt Street, Sydney, New South Wales.
27. Burns Philp Australia Pty Limited (ACN 101 664 082) incorporated in New
South Wales of Level 23, 56 Pitt Street, Sydney, New South Wales.
28. 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.
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Power of Attorney
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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
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Power of Attorney
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(b) DOCUMENTS
1. Purchase Agreement between Burns Philp Capital Pty Limited (ISSUER) (and,
if applicable, any co-issuer or co-obligor), the guarantors (including,
except in the case of the Issuer, the Principal) described therein
(GUARANTORS) and the initial purchaser or purchasers described therein
(INITIAL PURCHASER(S)) relating to an issue of Senior Notes or 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 Purchaser(s)
relating to the Notes.
3. Any Indenture between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the trustee(s) described
therein (TRUSTEE) relating to the Notes; or any instrument ratifying and
confirming the entry by the Principal into the Indenture dated 21 June 2002
between the Issuer, the guarantors described therein and The Bank of New
York as trustee or any supplemental indenture relating thereto.
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 constituting, evidencing or affirming any guarantee (whether
on a senior or a senior subordinated basis) by a Guarantor of the Notes
(NOTE GUARANTEE) on the terms set forth in the relevant Indenture.
6. Any document constituting, evidencing or affirming any guarantee (whether
on a senior or a senior subordinated basis) by a Guarantor of the Exchange
Notes (EXCHANGE NOTE GUARANTEE) on the terms set forth in the relevant
Indenture or the Registration Rights Agreement.
7. 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.
8. 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.
9. Any applications, declarations or other instruments necessary or (in the
opinion of the relevant Attorney) advisable to obtain any order or approval
of the United States Securities 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).
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Power of Attorney
- --------------------------------------------------------------------------------
10. 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 (in the opinion of the relevant
Attorney) advisable to qualify or register for sale the Original Securities
or the Exchange Securities in any state or states of the United States.
11. Any agreements as may be necessary or (in the opinion of the relevant
Attorney) advisable to effect the inclusion of the Original Securities and
the Exchange Securities in the Portal market, a subsidiary of the Nasdaq
Stock Market, Inc.
12. Any agreements as may be necessary or (in the opinion of the relevant
Attorney) advisable to effect the appointment of The Depository Trust
Company as depositary with respect to the Original Securities and the
Exchange Securities.
13. Any agreements as may be necessary or (in the opinion of the relevant
Attorney) advisable to effect the appointment of CT Corporation System (or
its successors) as agent for service of process in any suit or proceeding
instituted in connection with any or all of the Documents or the
transactions contemplated thereby.
14. Any agreements as may be necessary or (in the opinion of the relevant
Attorney) advisable to effect the appointment of the Trustee for the
Original Securities and the Exchange Securities.
15. 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).
-17-
POWER OF ATTORNEY
- --------------------------------------
THE COMPANIES LISTED IN SCHEDULE I
Additional Notes
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 .................................................... 4
Schedule 2 .................................................... 5
-1-
DATE May 23, 2003
PARTIES
I. Burns Philp Ecuador S.A.
IT IS DECLARED as follows,
1. APPOINTMENT
Each Principal appoints Thomas Degnan, Helen Golding, Allen Hugli, Greg
Quirk, Philp West, George Petty, Herb Blum, Elizabeth Vuong, Justin Pelly,
Melita Cottrel, Patrick Lowden, Tuyet Nguyen, 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 or Power of Attorney)
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.
(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.
1
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. INDEMNIFY
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 employee, 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.
-2-
10. GOVERNING LAW
This Power of Attorney is governed by the laws of the Republic of Ecuador.
EXECUTED and delivered as a Power of Attorney in Quito.
Burns Philp Ecuador S.A.
/s/ Luis Valenzuela
- ----------------------------
Luis Valenzuela
General Manager
-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 8 California Street, #600, San Francisco, CA
94111, United State 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 or Senior 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(s).
4. Exchange Note Guarantee (whether on a senior or senior subordinated basis)
on the terms set forth in the relevant indenture.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser(s).
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 Additional Senior Subordinated Notes or Senior Notes,
and the accompanying Additional Senior Subordinated Note Guarantees or
Senior Note Guarantees (the ORIGINAL SECURITIES) or the Exchange Notes and
the accompanying Exchange Note Guarantees (whether on a senior or senior
subordinated basis)(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 on 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 Original Securities and the Exchange Securities 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 Original
Securities and the Exchange Securities.
12. Any agreements as may be necessary or advisable to effect the appointment
of CT Corporation System (or its successors) as agent for service of
process in any suit or proceeding instituted in connection with any or all
of the Documents or the transactions contemplated thereby.
-6-
Power of Attorney
_______________________________________________________________________________
The Companies listed in Schedule 1
Additional Notes
Power of Attorney
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<Table>
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
</Table>
-i-
Power of Attorney
- -------------------------------------------------------------------------------
DATE
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
(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 or Power of Attorney)
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.
(c) Do anything and sign, execute, seal and deliver any documents that, in
the option of the Attorney, may be necessary or incidental to any
transaction of 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 way interested in the Document
or Additional Document or thing.
Each Attorney is hereby exempted from the restrictions of self-dealing
pursuant to Section 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 German law.
-2-
Power of Attorney
- --------------------------------------------------------------------------------
EXECUTED and delivered in Hamburg.
/s/ JOHN MCKENNA
- ----------------------
John McKenna
-3-
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
SCHEDULE 1
Burns Philip Deutschland GmbH
Burns Philip Deutschland Grundbesitz GmbH
Burns Philip Deutschland Export Nahrungsmittel-Vertriebsgesellschaft mbH
Deutsche Hefewerke GmbH & Co. OHG
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 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
-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 or Senior 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(s).
4. Exchange Note Guarantee (whether on a senior or senior subordinated basis)
on the terms set forth in the relevant indenture.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser(s).
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 Additional Senior Subordinated Notes or Senior Notes,
and the accompanying Additional Senior Subordinated Note Guarantees or
Senior Note Guarantees (the ORIGINAL SECURITIES) or the Exchange Notes and
the accompanying Exchange Note Guarantees (whether on a senior or senior
subordinated basis) (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 Original Securities and the Exchange Securities 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 Original
Securities and the Exchange Securities.
12. Any agreements as may be necessary or advisable to effect the appointment
of CT Corporation System (or its successors) as agent for service of
process in any suit or proceeding instituted in connection with any or all
of the Documents or the transactions contemplated thereby.
-6-
Power of Attorney
- --------------------------------------------------------------------------------
13. Any agreements as may be necessary or advisable to effect the appointment
of the Trustee for the Original Securities and the Exchange Securities.
14. 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 Food Limited
Additional Notes
Power of Attorney
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<Table>
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
</Table>
-i-
Power of Attorney
- --------------------------------------------------------------------------------
DATE May 26, 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
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 (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 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.
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 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.
10. GOVERNING LAW
This deed is governed by the laws of the Province of Ontario and the
laws of Canada applicable in that province.
-2-
Power of Attorney
- --------------------------------------------------------------------------------
EXECUTED and delivered as a deed in Fenton, Missouri.
BURNS PHILP FOOD LIMITED
/s/ FRANK H. SCHOONYOUNG
- ------------------------------------------
Signature
Frank H. Schoonyoung, Vice President
- ------------------------------------------
Print Name
-3-
Power of Attorney
- -------------------------------------------------------------------------------
SCHEDULE 1
(a) ATTORNEYS
<Table>
<Caption>
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
</Table>
-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. Additional Senior Subordinated Note Guarantee or Senior Note Guarantee
(defined as the NEW GUARANTEE in the Resolutions of the Sole Shareholder of
Burns Philp Food Limited dated as of May 26, 2003) 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(s).
4. Exchange Note Guarantee (whether on a senior or senior subordinated basis)
on the terms set forth in the relevant indenture.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser(s).
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
Additional Senior Subordinated Notes or Senior Notes (defined as the NEW
NOTES in the Resolutions of the Sole Shareholder of Burns Philp Food Limited
dated as of May 26, 2003) and the accompanying Additional Senior
Subordinated Note Guarantee or Senior Note Guarantee (the ORIGINAL
SECURITIES) or the Exchange Notes and the accompanying Exchange Note
Guarantee (whether on a senior or senior subordinated basis) (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 Original Securities and the Exchange Securities 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 Original
Securities and the Exchange Securities.
-5-
Power of Attorney
- ------------------------------------------------------------------------------
12. Any agreements as may be necessary or advisable to effect the appointment
of CT Corporation System (or its successors) as agent for service of
process in any suit or proceeding instituted in connection with any or all
of the Documents or the transactions contemplated thereby.
13. Any agreements as may be necessary or advisable to effect the appointment
of the Trustee for the Original Securities and the Exchange Securities.
14. 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-
WRITTEN RESOLUTIONS OF THE BOARD OF MANAGING DIRECTORS
OF BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS B.V.
THE UNDERSIGNED,
together being all of the members of the board of managing directors (Directie,
hereinafter the "Board") 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 (statutaire zetel) at Amsterdam, The Netherlands and its registered office
at De Boelelaan 7, OFFICIA I, 1083 HJ Amsterdam, The Netherlands and being
registered with the Chamber of Commerce in Amsterdam, The Netherlands under
number 33259411 (the "COMPANY") and acting in such capacity;
WHEREAS:
(A) on 21 June 2002 Burns Philp Capital Pty Limited, an Australian corporation
(the "ISSUER"), issued senior subordinated notes for 9 3/4% USD 400,000,000
due 2012 pursuant to an indenture dated June 21, 2002 among the Issuer,
Burns, Philp & Company Limited, an Australian corporation (the "PARENT")
and certain of its subsidiaries including the Company, (collectively, the
"GUARANTORS" and each a "GUARANTOR"), and The Bank of New York, as trustee
(the "INDENTURE");
(B) it is envisaged that new notes up to USD 150,000,000 will be issued either
(i) on a senior basis or (ii) on a senior subordinated basis (the "NOTES"),
as determined in the discretion of a committee of the board of directors of
Burns, Philp & Company Limited (the "PARENT") comprising Graeme Hart and
Thomas Degnan (the "PRICING COMMITTEE");
(C) it is envisaged that the Notes will be sold in a private placement by the
Issuer (and, if determined to be necessary by The Pricing Committee, by a
co-issuer or co-obligor (the "CO-ISSUER")) subject to the terms determined
to be necessary by the Pricing Committee;
(D) the Notes will be issued either (i) as additional debt securities pursuant
to the Indenture, or (ii) pursuant to a new indenture among the Issuer
(and, if applicable, the Co-Issuer), the Company, the Guarantors and the
trustee named therein (the "NEW INDENTURE"), as determined in the
discretion of the Pricing Committee;
(E) in either case under (B) (whether the notes will be issued on a senior or
senior subordinated basis) and in either case under (D) (whether the Notes
will be issued under the Indenture or under the New Indenture), Guarantors
are, or will be, required to jointly and severally, fully and
unconditionally, guarantee on either senior or senior subordinated basis
the Issuer's (and, if applicable, the Co-Issuer's) obligations under the
Notes (the "NOTE GUARANTEE");
(F) in its discretion, in connection with the Note Guarantee, in the
determination of the Pricing Committee in its discretion that will
take place on 28 May 2003 (or such earlier or later date as may
actually be the case), the Company becomes a party to:
(i) one or more of the documents listed in the annex hereto
(hereafter the "ANNEX") to which the Company is expressed or
envisaged to be or to become a party; and
(ii) any further documents, deeds, instruments, agreements, notices,
acknowledgements, registrations, letter agreements, memoranda,
statements and certificates as may be ancillary, necessary,
required or useful in connection with the documents listed in the
Annex and/or the transactions envisaged thereby;
(the documents, agreements and other instruments referred to under (i)
and (ii) above together the "DOCUMENTS" and each a "DOCUMENT" and the
Documents themselves and the Documents as the same may have already
been amended or adapted or may be amended or adapted on or after the
date hereof, together hereafter referred to as the "INSTRUMENTS" or
each an "INSTRUMENT");
(G) the proceeds received on the Notes may be used (i) to repay and
refinance the outstanding principal amount of the Parent's
USD 65,000,000 tranche of its USD 335,000,000 secured senior term loan
financing and (ii) for working capital and other general corporate
purposes;
(H) the undersigned have carefully considered all Documents which could be
relevant for the Company and the transactions contemplated thereby and
all other Instruments available in any form on the date hereof, taking
into account all relevant facts and circumstances;
(I) insofar as any of the undersigned would have a conflict of interest in
respect of the entering into, execution, delivery or performance of
the Instruments and the transactions contemplated thereby, article 12
paragraph 2 of the articles of association of the Company still
permits the undersigned to represent the Company in respect of the
Instruments and the transactions contemplated thereby and each of the
undersigned by the shareholders of the Company under a shareholders
resolution dated on or about the date hereof, made by the shareholders
in respect of the authority vested in them by virtue of Article 2:256
of the Dutch Civil Code, are authorised to represent the Company in
respect of the Instruments and the transactions contemplated thereby;
and the undersigned execute this board resolution (a) pro se in their
capacity as members of the board of managing directors of the Company
and (b) in their capacity of such mandatory (as relevant);
(J) according to the articles of association of the Company the approval
of the shareholders of the Company may be required in connection with
certain of the matters contemplated by the resolutions set out herein
and such approval was duly obtained on or about the date hereof; and
(K) pursuant to article 11 paragraph 5 of the articles of association of
the Company, the undersigned are authorised to adopt resolutions
without a board meeting having to be
-2-
convened provided that all of the Company's managing directors have
submitted their support to such decisions in writing,
HEREBY RESOLVE:
1. that the Company enter into, execute, deliver and perform the
Instruments and the transactions contemplated thereby; and
2. to appoint the Attorneys (as defined below) on the terms and
conditions set out below,
AND HEREBY FURTHERMORE, ACTING ON BEHALF OF THE COMPANY:
(i) irrevocably authorise (i) each of the managing directors of the Company,
(ii) each of Thomas Degnan (for the avoidance of doubt also as
authorised representative in the United States and agent for service to
be named in registration statements in relations to the Instruments
(where relevant)), Helen Golding, Allen Hugli, Greg Quirk, Philip West,
George Petty, Herb Blum, Elizabeth Vuong, Justin Pelly, Melita Cottrell,
Patrick Lowden and Tuyet Nguyen and (iii) each of the managing directors
of Equity Trust Co. N.V. (the "ATTORNEYS" and each an "ATTORNEY"), when
acting individually and with full power of substitution, to negotiate,
amend, adapt, waive, sign, execute, deliver and (where relevant) perform
for and on behalf of the Company the Instruments (including but not
limited to all documents or instruments necessary, appropriate or
desirable to enable the Company to comply with the Securities Act, other
federal and state securities laws and other applicable United States and
other laws in connection with the Instruments) in such forms as any
Attorney may approve (such approval to be conclusively evidenced by an
Attorney's execution thereof) and to do all such acts and things as may
be ancillary thereto and/or necessary and/or useful and/or desirable in
the sole opinion of any Attorney in connection with or for the purpose
of the entering into, execution, delivery or performance of the
Instruments and the entering into and performance of the transactions
contemplated thereby (the "POWER OF ATTORNEY");
(ii) covenant and agree to indemnify and to hold harmless each Attorney and
persons designated by any Attorney 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 the Power of Attorney;
(iii) declare that the Power of Attorney has also been granted for the
benefit of other persons a party to any Instrument and shall be
irrevocable, shall be governed by and construed in accordance with the
laws of The Netherlands;
(iv) declare that this appointment also applies to situations where one of
the Attorneys also acts as the Company's counterparty or as
representative of the Company's counterparty (Selbsteintritt);
(v) declare that the Power of Attorney expressly includes (a) the authority
for each Attorney to delegate his or her authority thereunder in part
or in whole to one or more sub-attorneys by way of a written sub power
of attorney (ondervolmacht) and (b) to cancel or postpone the entering
into, delivery, signing or performance of any Instrument; and
-3-
(vi) undertake, when so requested, that the Company will ratify and confirm
whatever any one of the Attorneys shall lawfully do or cause to be done
pursuant to the powers conferred to such Attorney hereunder,
AND HEREBY FINALLY:
1. confirm that they deem the entering into, signing, execution, delivery
and performance of the Instruments to be (i) in the best corporate
interest of the Company and conducive to the realisation of and useful
in connection with the corporate objects of the Company and (ii) not
prejudicial to the interests of (present and future) creditors of the
Company;
2. confirm that they do not have a personal conflict of interest with the
Company in respect of the entering into and performance of the
Instruments and in respect of the transactions contemplated thereby;
3. confirm that to the best of their knowledge at the date hereof no
resolution has been adopted concerning the statutory merger (juridische
fusie) or division (splitsing), in both cases involving the Company as
disappearing entity, or the voluntary liquidation (ontbinding) of the
Company or the filing of a request for its bankruptcy (faillissement)
or for a suspension of payments (surseance van betaling) and that the
Company has not received a notice from the Amsterdam Chamber of
Commerce concerning its dissolution under Article 2:19a of the Dutch
Civil Code;
4. certify that at the date hereof (i) the Company does not have a work
council (ondernemingsraad) and no Dutch central works council (centrale
ondernemingsraad) or similar body with jurisdiction over the
transactions as envisaged by the Instruments and (ii) there is not a
legal requirement to have the same as the Company does not have
employees;
5. ratify and confirm any Instruments already executed, delivered or
entered into at the date hereof; and
6. confirm that this resolution may be executed in any number of
counterparts and by way of facsimile exchange of executed signature
pages, all of which taken together shall constitute one and the same
resolution.
All resolutions contained herein were unanimously resolved and all legal acts
hereby made or constituted were made unanimously and these written resolutions
shall have immediate effect.
-4-
Signed for and on behalf of
EQUITY TRUST CO. N.V.
<Table>
/s/ R.G.A. de SCHULTER
- ---------------------------
Name: R.G.A. de Schulter
Title: Managing Director
Date: 27 May 2003
/s/ J.G. MCKENNA /s/ L.E. WHEELER
- --------------------------- ---------------------------
Name: J.G. McKenna Name: L.E. Wheeler
Title: Managing Director Title: Managing Director
Date: 27 May 2003 Date: 27 May 2003
/s/ J.T. LYNCH
- --------------------------- ---------------------------
Name: J.T. Lynch Name: A.P. Hugli
Title: Managing Director Title: Managing Director
Date: 27 May 2003 Date: __ May 2003
</Table>
-5-
Signed for and on behalf of
EQUITY TRUST CO. N.V.
<Table>
- ---------------------------
Name:
----------------------
Title: Managing Director
Date: May 2003
- --------------------------- ---------------------------
Name: J.G. McKenna Name: L.E. Wheeler
Title: Managing Director Title: Managing Director
Date: May 2003 Date: May 2003
/s/ A.P. HUGLI
- --------------------------- ---------------------------
Name: J.T. Lynch Name: A.P. Hugli
Title: Managing Director Title: Managing Director
Date: May 2003 Date: 27 May 2003
</Table>
-6-
ANNEX
1. any indenture agreement, including the Note Guarantee, by and between,
inter alios, Burns Philp Capital Pty Limited (and, if applicable, the
Co-Issuer), the Company, the Guarantors and the Trustee;
2. a purchase agreement, by and between, inter alios, Burns Philp Capital Pty
Limited (and, if applicable, the Co-Issuer), the Company, the Guarantors
and each Initial Purchaser (as defined therein);
3. a registration rights agreement, by and between, inter alios, Burns Philp
Capital Pty Limited (and, if applicable, the Co-Issuer), the Company, the
Guarantors and each Initial Purchaser (as defined therein);
4. a registration statement or an amendment to the existing registration
statement covering debt securities identical in all material respects to
the 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 Notes; and
5. a shelf registration statement or an amendment to any then existing shelf
registration statement to register the Notes and the accompanying Note
Guarantee.
-6-
WRITTEN RESOLUTIONS OF THE BOARD OF MANAGING DIRECTORS
OF BURNS PHILIP TREASURY (EUROPE) B.V.
THE UNDERSIGNED,
together being all of the members of the board of managing directors (Directie,
hereinafter the "BOARD") of BURNS PHILP TREASURY (EUROPE) B.V., a private
company with limited liability (besloten vennootschap met beperkte
aansprakelifkheid) incorporated under the laws of The Netherlands, having its
seat (statutaire zetel) at Wapenveld, The Netherlands and its registered office
at De Boelelaan 7 OFFICIA I, 1083 HJ Amsterdam, The Netherlands and being
registered with the Chamber of Commerce in Amsterdam, The Netherlands under
number 33256930 (the "Company") and acting in such capacity;
WHEREAS:
(A) on 21 June 2002 Burns Philip Capital Pty Limited, an Australian
corporation (the "ISSUER"), issued senior subordinated notes for 9 3/4%
USD 400,000,000 due 2012 pursuant to an indenture dated June 21, 2002
among the Issuer, Burns, Philip & Company Limited, an Australian
corporation (the "PARENT") and certain of its subsidiaries including
the Company, (collectively, the "GUARANTORS" and each a "GUARANTOR"),
and The Bank of New York, as trustee (the "INDENTURE");
(B) it is envisaged that new notes up to USD 150,000,000 will be issued
either (i) on a senior basis or (ii) on a senior subordinated basis
(the "NOTES"), as determined in the discretion of a committee of the
board of directors of Burns, Philp & Company Limited (the "PARENT")
comprising Graeme Hart and Thomas Degnan (the "PRICING COMMITTEE");
(C) it is envisaged that the Notes will be sold in a private placement by
the Issuer (and, if determined to be necessary by The Pricing
Committee, by a co-issuer or co-obligor (the "CO-ISSUER")) subject to
the terms determined to be necessary by the Pricing Committee;
(D) the Notes will be issued either (i) as additional debt securities
pursuant to the Indenture, or (ii) pursuant to a new indenture among
the Issuer (and, if applicable, the Co-Issuer), the Company, the
Guarantors and the trustee named therein (the "NEW INDENTURE"), as
determined in the discretion of the Pricing Committee;
(E) in either case under (B) (whether the notes will be issued on a
senior or senior subordinated basis) and in either case under (D)
(whether the Notes will be issued under the Indenture or under the New
Indenture), Guarantors are, or will be, required to jointly and
severally, fully and unconditionally, guarantee on either senior or
senior subordinated basis the Issuer's (and, if applicable, the
Co-Issuer's) obligations under the Notes (the "NOTE GUARANTEE");
(F) in its discretion, in connection with the Note Guarantee, in the
determination of the Pricing Committee in its discretion that will take
place on 28 May 2003 (or such earlier or later date as may actually be
the case), the Company becomes a party to:
(i) one or more of the documents listed in the annex hereto
(hereafter the "Annex") to which the Company is expressed or
envisaged to be or to become a party; and
(ii) any further documents, deeds, instruments, agreements,
notices, acknowledgements, registrations, letter agreements,
memoranda, statements and certificates as may be ancillary,
necessary, required or useful in connection with the documents
listed in the Annex and/or the transactions envisaged thereby;
(the documents, agreements and other instruments referred to under (i)
and (ii) above together the "Documents" and each a "Document" and the
Documents themselves and the Documents as the same may have already
been amended or adapted or may be amended or adapted on or after the
date hereof, together hereafter referred to as the "Instruments" and
each an "Instrument");
(G) the proceeds received on the Notes may be used (i) to repay and
refinance the outstanding principal amount of the Parent's USD
65,000,000 tranche of its USD 335,000,000 secured senior term loan
financing and (ii) for working capital and other general corporate
purposes;
(H) the undersigned have carefully considered all Documents which could be
relevant for the Company and the transactions contemplated thereby and
all other Instruments available in any form on the date hereof, taking
into account all relevant facts and circumstances;
(I) insofar as any of the undersigned would have a conflict of interest in
respect of the entering into, execution, delivery or performance of the
Instruments and the transactions contemplated thereby, article 12
paragraph 2 of the articles of association of the Company still permits
the undersigned to represent the Company in respect of the Instruments
and the transactions contemplated thereby and each of the undersigned,
as special mandatory pursuant to the specific authority granted to each
of the undersigned by the sole shareholder of the Company under a
shareholders resolution dated on or about the date hereof made by the
sole shareholder in respect of the authority vested in it by virtue of
Article 2:256 of the Dutch Civil Code are authorized to represent the
Company in respect of the Instruments and the transactions contemplated
thereby; and the undersigned execute this board resolution (a) pro se
in their capacity as members of the board of managing directors of the
Company and (b) in their capacity of such mandatory (as relevant);
(J) according to the articles of association of the Company the approval of
the shareholder of the Company is required in connection with certain
of the matters contemplated by the resolutions set out herein and such
approval was duly obtained on or about the date hereof;
(K) pursuant to article 11 paragraph 5 of the articles of association of
the Company, the undersigned are authorized to adopt resolutions
without a board meeting having to be
-2-
convened provided that all of the Company's managing directors have
submitted their support to such decisions in writing.
HEREBY RESOLVE:
1. that the Company enter into, execute, deliver and perform the Instruments
and the transactions contemplated thereby; and
2. to appoint the Attorneys (as defined below) on the terms and conditions
set out below,
AND HEREBY FURTHERMORE, ACTING ON BEHALF OF THE COMPANY:
(i) irrevocably authorise (i) each of the managing directors of the Company,
(ii) each of Thomas Degnan (for the avoidance of doubt also as authorised
representative in the United States and agent for service to be named in
registration statements in relations to the instruments (where relevant))
Helen Golding, Allen Hugli, Greg Quirk, Philip West, George Petty, Herb
Blum, Elizabeth Vuong, Justin Pelly, Melita Cottrell, Patrick Lowden and
Tuyet Nguyen and (iii) each of the managing directors of Equity Trust Co.
N.V. (the "Attorneys" and each an "Attorney"), when acting individually
and with full power of substitution, to negotiate, amend, adapt, waive,
sign, execute, deliver and (where relevant) perform for and on behalf of
the Company the Instruments (including but not limited to all documents or
instruments necessary, appropriate or desirable to enable the Company to
comply with the Securities Act, other federal and state securities laws
and other applicable United States and other laws in connection with the
Instruments) in such forms as any Attorney may approve (such approval to
be conclusively evidenced by an Attorney's execution thereof) and to do
all such acts and things as may be ancillary thereto and/or necessary
and/or useful and/or desirable in the sole opinion of any Attorney in
connection with or for the purpose of the entering into, execution,
delivery or performance of the Instruments and the entering into and
performance of the transactions contemplated thereby (the "Power of
Attorney");
(ii) covenant and agree to indemnify and to hold harmless each Attorney and
persons designated by any Attorney 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 the Power of Attorney;
(iii) declare that the Power of Attorney has also been granted for the benefit
of other persons a party to any Instrument and shall be irrevocable, shall
be governed by and construed in accordance with the laws of The
Netherlands;
(iv) declare that this appointment also applies to situations where one of the
Attorneys also acts as the Company's counterparty or as representative of
the Company's counterparty (Selbsteintritt);
(v) declare that the Power of Attorney expressly includes (a) the authority
for each Attorney to delegate his or her authority thereunder in part or
in whole to one or more sub-attorneys by way of a written sub power of
attorney (ondervolmacht) and (b) to cancel or postpone the entering into,
delivery, signing or performance of any Instrument; and
-3-
(vi) undertake, when so requested, that the Company will ratify and confirm
whatever any one of the Attorneys shall lawfully do or cause to be done
pursuant to the powers conferred to such Attorney hereunder,
AND HEREBY FINALLY:
1. confirm that they deem the entering into, signing, execution, delivery and
performance of the Instruments to be (i) in the best corporate interest of
the Company and conducive to the realisation of and useful in connection
with the corporate objects of the Company and (ii) not prejudicial to the
interests of (present and future) creditors of the Company;
2. confirm that they do not have a personal conflict of interest with the
Company in respect of the entering into and performance of the Instruments
and in respect of the transactions contemplated thereby;
3. confirm that to the best of their knowledge at the date hereof no
resolution has been adopted concerning the statutory merger (juridische
fusie) or division (splitsing), in both cases involving the Company as
disappearing entity, or the voluntary liquidation (ontbinding) of the
Company or the filing of a request for its bankruptcy (faillissement) or
for a suspension of payments (surseance van betaling) and that the Company
has not received a notice from the Amsterdam Chamber of Commerce concerning
its dissolution under Article 2:19a of the Dutch Civil Code;
4. certify that at the date hereof (i) the Company does not have a works
council (ondernemingsraad) and no Dutch central works council (centrale
ondernemingsraad) or similar body with jurisdiction over the transactions
as envisaged by the Instruments and (ii) there is no a legal requirement to
have the same as the Company does not have employees;
5. ratify and confirm any Instruments already executed, delivered or entered
into at the date hereof; and
6. confirm that this resolution may be executed in any number of counterparts
and by way of facsimile exchange of executed signature pages, all of which
taken together shall constitute one and the same resolution.
All resolutions contained herein were unanimously resolved and all legal acts
hereby made or constituted were made unanimously and these written resolutions
shall have immediate effect.
-4-
Signed for and on behalf of
EQUITY TRUST CO. N.V.
/s/ RG.A. de Schulter
- ----------------------------
Name: RG.A. de Schulter
Title: Managing Director
Date: 27 May 2003
/s/ J.T. Lynch /s/ A.P. Hugli
- ---------------------------- ----------------------------
Name: J.T. Lynch Name: A.P. Hugli
Title: Managing Director Title: Managing Director
Date: 27 May 2003 Date: 27 May 2003
/s/ J.G. McKenna
- -----------------------------
Name: J.G. McKenna
Title: Managing Director
Date: 27 May 2003
-5-
ANNEX
1. any indenture agreement, including the Note Guarantee, by and between,
inter alios, Burns Philp Capital Pty Limited (and, if applicable, the
Co-Issuer), the Company, the Guarantors and the Trustee;
2. a purchase agreement, by and between, inter alios, Burns Philp Capital Pty
Limited (and, if applicable, the Co-Issuer), the Company, the Guarantors
and each Initial Purchaser (as defined therein);
3. a registration rights agreement, by and between, inter alios, Burns Philp
Capital Pty Limited (and, if applicable, the Co-Issuer), the Company, the
Guarantors and each Initial Purchaser (as defined therein);
4. a registration statement or an amendment to the existing registration
statement covering debt securities identical in all material respects to
the 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 Notes; and
5. a shelf registration statement or an amendment to any then existing shelf
registration statement to register the Notes and the accompanying Note
Guarantee.
-6-
Power of Attorney
- ---------------------------------------
THE COMPANIES LISTED IN SCHEDULE 1
Additional Notes
PAGE 13
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<Table>
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
</Table>
PAGE 14
Power of Attorney
- --------------------------------------------------------------------------------
DATE 26 May 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 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 Power of
Attorney) 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.
(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 deed.
PAGE 15
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 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 Zealand.
PAGE 16
Power of Attorney
- --------------------------------------------------------------------------------
EXECUTED by each Principal as a deed poll.
BURNS PHILP (NEW ZEALAND) LIMITED BY:
/s/ Allen P. Hugli /s/ Richard P. Meagher
- ---------------------------------- ------------------------------
Director Director
Allen P. Hugli Richard P. Meagher
- ---------------------------------- ------------------------------
Print Name Print Name
GOODMAN FINANCE LIMITED BY:
/s/ Allen P. Hugli /s/ Thomas J. Degnan
- ---------------------------------- ------------------------------
Director Director
Allen P. Hugli Thomas J. Degnan
- ---------------------------------- ------------------------------
Print Name Print Name
NEW ZEALAND FOOD INDUSTRIES LIMITED
BY:
/s/ Allen P. Hugli /s/ Richard P. Meagher
- ---------------------------------- ------------------------------
Director Director
Allen P. Hugli Richard P. Meagher
- ---------------------------------- ------------------------------
Print Name Print Name
PAGE 17
Power of Attorney
- -------------------------------------------------------------------------------
SCHEDULE 1
Burns Philp (New Zealand) Limited
Goodman Finance Limited
New Zealand Food Industries Limited
PAGE. 18
Power of Attorney
- -------------------------------------------------------------------------------
SCHEDULE 2
<Table>
<Caption>
(a) ATTORNEYS
NAME ADDRESS
Thomas Degnan Level 23, 56 Pitt Street, Syndney, New South Wales
Helen Golding Level 23, 56 Pitt Street, Syndney, New South Wales
Allen Hugli Level 23, 56 Pitt Street, Syndney, New South Wales
Greg Quirk Level 23, 56 Pitt Street, Syndney, New South Wales
Philip West Level 23, 56 Pitt Street, Syndney, 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, Syndney, 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
</Table>
PAGE. 19
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 or Senior 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(s).
4. Exchange Note Guarantee (whether on a senior or senior subordinated
basis) on the terms set forth in the relevant Indenture.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the
Initial Purchaser(s).
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 and 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 Additional Senior Subordinated Notes
or Senior Notes and the accompanying Additional Senior Subordinated
Note Guarantees or Senior Note Guarantees (the ORIGINAL SECURITIES) or
the Exchange Notes and the accompanying Exchange Note Guarantees
(whether on a senior or senior subordinated basis) (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 Original Securities and the Exchange Securities 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 Original Securities and the Exchange Securities.
12. Any agreements as may be necessary or advisable to effect the
appointment of CT Corporation System (or its successors) as agents for
service of process in any suit or proceeding instituted in connection
with any or all of the Documents or the transactions contemplated
thereby.
PAGE 20
Power of Attorney
- --------------------------------------------------------------------------------
13. Any agreements as may be necessary or advisable to effect the
appointment of the Trustee for the Original Securities and the Exchange
Securities.
14. 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).
PAGE 21
Power of Attorney
- ---------------------------------------
BURNS PHILP PERU S.A.C.
Additional Senior 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 26 May 2003
PARTIES
1. 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 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 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 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.
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 the New South Wales.
-2-
Power of Attorney
- ------------------ --------------------
EXECUTED and delivered as a Power of Attorney in Lima, Republic of Peru.
Signed, Sealed and Delivered by Burns Philip Peru S.A.C.:
/s/ Sergie Oquendo Heraud
- ---------------------------
Name: Sergie Oquendo Heraud
Attorney-in-fact
-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 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-
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 or Senior 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(s).
4. Exchange Note Guarantee (whether on a senior or senior subordinated
basis) on the terms set forth in the relevant indenture.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser(s).
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 Additional Senior Subordinated Notes or
Senior Notes, and the accompanying Additional Senior Subordinated Note
Guarantees or Senior Note Guarantees (the ORIGINAL SECURITIES) or the
Exchange Notes and the accompanying Exchange Note Guarantees (whether on
a senor or senior subordinated basis)(the EXCHANGE SECURITIES).
9. Any paper 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 Original Securities and the Exchange Securities 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 Original Securities and the Exchange Securities.
12. Any agreements as may be necessary or advisable to effect the
appointment of CT Corporation System (or its successors) as agent for
service of process in any suit
-5-
Power of Attorney
- --------------------------------------------------------------------------------
or proceeding instituted in connection with any or all of the Documents
or the transactions contemplated thereby.
13. Any agreements as may be necessary or advisable to effect the
appointment of the Trustee for the Original Securities and the Exchange
Securities.
14. 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-
BY THIS POWER OF ATTORNEY made on [27 May] 2003 BURNS PHILIP (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 any person from time to time holding the office of director or
secretary in Burns Philip & Company Limited (ABN 65 000 000 359)(the Company's
ultimate parent company)(the "PARENT") and each of the persons set out in
Schedule 1 to this power of attorney 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 Philip Capital Pty Limited (the
"AUSTRALIAN ISSUER") (and, if determined to be necessary by a committee of the
board of directors of the Parent), a co-issuer or co-obligor (together with the
Australian Issuer the "ISSUERS") in respect of up to US$150 million senior
unsecured notes or senior unsecured subordinated notes (as the case may be)
("SENIOR NOTES") to be issued by the Issuers and, in particular (but with
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 December 31, 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.
This power of attorney shall be governed by and construed in accordance with the
laws of England.
1
IN WITNESS whereof the Company has duly executed this Deed the day and year
first before written.
The Common Seal of BURNS )
PHILIP (U.K.) PLC )
[SEAL]
was hereunto affixed in the )
presence of: )
/s/ Lois Wheeler /s/ Brenda Hilliard
- ------------------------ ------------------------
Name: Lois Wheeler Name: Brenda Hilliard
Title: Director Title: Authorised Signatory
2
SCHEDULE 1
THE 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
3
SCHEDULE 2
THE 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 or Senior 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(s).
4. Exchange Note Guarantee (whether on a senior or senior subordinated basis)
on the terms set forth in the relevant indenture.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser(s).
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 Additional Senior Subordinated Notes or Senior Notes
and the accompanying Additional Senior Subordinated Note Guarantees or
Senior Note Guarantees (the "ORIGINAL SECURITIES") or the Exchange Notes
and the accompanying Exchange Note Guarantees (whether on a senior or
senior subordinated basis) (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 Original Securities and the Exchange Securities 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 Original
Securities and the Exchange Securities.
12. Any agreements as may be necessary or advisable to effect the appointment
of CT Corporation System (or its successors) as agent for service of
process in any suit or proceeding instituted in connection with any or all
of the Documents or the transactions contemplated thereby.
-4-
13. Any agreements as may be necessary or advisable to effect the appointment
of the Trustee for the Original Securities and the Exchange Securities.
14. 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).
5
Power of Attorney
- -----------------------------------------------------------------------------
THE COMPANY LISTED IN SCHEDULE 1
Additional 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 ................................................. 1
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-
POWER OF ATTORNEY
- -------------------------------------------------------------------------------
DATE May 26, 2003
PARTIES
1. The Company named in Schedule 1 (PRINCIPAL)
It is declared as follows.
1. APPOINTMENT
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 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.
(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 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 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
-1-
POWER OF ATTORNEY
- -------------------------------------------------------------------------------
(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 Power of Attorney.
2. 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 not 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 Uruguay.
EXECUTED and delivered as a Power of Attorney in Montevideo, Uruguay.
/s/ Christiam Olt Acosta Y Lara
- -------------------------------
CHRISTIAM OLT ACOSTA Y LARA
PRESIDENT OF FLODDEN S.A.
-2-
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 1
FLODDEN S.A.
-3-
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 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-
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 or Senior 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(s).
4. Exchange Note Guarantee (whether on a senior or senior subordinated basis)
on the terms set forth in the relevant indenture.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser(s).
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 Additional Senior Subordinated Notes or Senior Notes,
and the accompanying Additional Senior Subordinated Note Guarantees or
Senior Note Guarantees (the ORIGINAL SECURITIES) or the Exchange Notes and
the accompanying Exchange Note Guarantees (whether on a senior or senior
subordinated basis) (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 quality 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 Original Securities and the Exchange Securities 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 Original
Securities and the Exchange Securities.
12. Any agreements as may be necessary or advisable to effect the appointment
of CT Corporation System (or its successors) as agent for service of
process in any suit or proceeding instituted in connection with any or all
of the Documents or the transactions contemplated thereby.
13. Any agreements as may be necessary or advisable to effect the appointment
of the Trustee for the Original Securities and the Exchange Securities.
-5-
Power of Attorney
- --------------------------------------------------------------------------------
14. 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-
Power of Attorney
- -----------------------------------------------------------------------------
The Company listed in Schedule 1
Additional 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 ................................................. 1
6. Indemnity ............................................................ 2
7. Revocability ......................................................... 2
8. Attorney's personal liability ........................................ 2
9. Registration ......................................................... 2
10. Governing Law ........................................................ 2
Schedule 1 ......................................................... 3
Schedule 2 ......................................................... 4
-i-
POWER OF ATTORNEY
- -------------------------------------------------------------------------------
DATE May 26, 2003
PARTIES
1. The Company named in Schedule 1 (PRINCIPAL)
It is declared as follows.
1. APPOINTMENT
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 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.
(c) Do anything and sign, execute, seal and delivery 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.
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
-1-
POWER OF ATTORNEY
- -------------------------------------------------------------------------------
(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 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 Uruguay.
EXECUTED and delivered as a Power of Attorney in Montevideo, Uruguay.
/s/ Christiam Olt Acosta Y Lara
- ------------------------------
CHRISTIAM OLT ACOSTA Y LARA
PRESIDENT OF GREENSTED S.A.
-2-
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 1
GREENSTED S.A.
-3-
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 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-
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 or Senior 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(s).
4. Exchange Note Guarantee (whether on a senior or senior subordinated basis)
on the terms set forth in the relevant indenture.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser(s).
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 Additional Senior Subordinated Notes or Senior Notes,
and the accompanying Additional Senior Subordinated Note Guarantees or
Senior Note Guarantees (the ORIGINAL SECURITIES) or the Exchange Notes and
the accompanying Exchange Note Guarantees (whether on a senior or senior
subordinated basis) (the EXCHANGE SECURITIES).
9. Any papers and documents including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments or 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 Original Securities and the Exchange Securities 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 Original
Securities and the Exchange Securities.
12. Any agreements as may be necessary or advisable to effect the appointment
of CT Corporation System (or its successors) as agent for service of
process in any suit or proceeding instituted in connection with any or all
of the Documents or the transactions contemplated thereby.
13. Any agreements as may be necessary or advisable to effect the appointment
of the Trustee for the Original Securities and the Exchange Securities.
-5-
Power of Attorney
- --------------------------------------------------------------------------------
14. 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-
Power of Attorney
- --------------------------------------------------------------------------------
THE COMPANY LISTED IN SCHEDULE 1
Additional Notes
Power of Attorney
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<Table>
1. Appointment......................................... 1
2. Power and Authority................................. 1
3. Delegation.......................................... 1
4. Ratification........................................ 1
5. Conflict of Interest................................ 1
6. Indemnity........................................... 2
7. Revocability........................................ 2
8. Attorney's personal liability....................... 2
9. Registration........................................ 2
10. Governing Law....................................... 2
Schedule 1.......................................... 3
Schedule 2.......................................... 4
</Table>
-i-
Power of Attorney
- --------------------------------------------------------------------------------
DATE May 26, 2003
PARTIES
1. The Company named in Schedule 1 (PRINCIPAL)
IT IS DECLARED as follows.
1. APPOINTMENT
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 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.
(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.
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
-1-
Power of Attorney
- -------------------------------------------------------------------------------
(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 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 Uruguay.
EXECUTED and delivered as a Power of Attorney in Montevideo, Uruguay.
/s/ CHRISTIAM OLT ACOSTA Y LARA
____________________________________
CHRISTIAM OLT ACOSTA Y LARA
PRESIDENT OF LEVADURA URUGUAYA S.A.
-2-
Power of Attorney
- --------------------------------------------------------------------------------
SCHEDULE 1
LEVADURA URUGUAYA S.A.
-3-
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 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-
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 or Senior 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(s).
4. Exchange Note Guarantee (whether on a senior or senior subordinated basis)
on the terms set forth in the relevant indenture.
5. Purchase Agreement between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the Initial
Purchaser(s).
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 Additional Senior Subordinated Notes or Senior Notes,
and the accompanying Additional Senior Subordinated Note Guarantees or
Senior Note Guarantees (the ORIGINAL SECURITIES) or the Exchange Notes and
the accompanying Exchange Note Guarantees (whether on a senor or senior
subordinated basis) (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 Original Securities and the Exchange Securities 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 Original
Securities and the Exchange Securities.
12. Any agreements as may be necessary or advisable to effect the appointment
of CT Corporation System (or its successors) as agent for service of
process in any suit or proceeding instituted in connection with any or all
of the Documents or the transactions contemplated thereby.
13. Any agreements as may be necessary or advisable to effect the appointment
of the Trustee for the Original Securities and the Exchange Securities.
-5-
Power of Attorney
- --------------------------------------------------------------------------------
14. 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-
EXHIBIT B
SUDAMERICANA DE LEVADURAS S.A. DE INVERSIONES
[TRANSLATION]
TRADUCCION PUBLICA ____________________________________________________________
_______________________________________________________________________________
NOTARIES ASSOCIATION. CITY OF BUENOS AIRES. ARGENTINE REPUBLIC_________________
NOTARIAL SHEET. ACT 404. There appears the Argentine Coat of Arms______________
N 002266929____________________________________________________________________
PAGE 1553- FIRST CERTIFIED COPY. SPECIAL POWER OF ATTORNEY: "SUDAMERICANA DE
LEVADURAS S.A. DE INVERSIONES" IN FAVOR OF MR. THOMAS DEGNAN ET AL____________
_______________________________________________________________________________
DEED NUMBER FIVE HUNDRED AND FORTY EIGHT_______________________________________
_______________________________________________________________________________
In the City of Buenos Aires, Federal Capital of the Argentine Republic, ON MAY
23, 2003, before me, Acting Notary Public, THERE APPEARS: FERNANDO CARLOS WALL,
an Argentine citizen, married, engineer, holder of Identity Card (LE)
8,511,729, legally domiciled at Tronador 71, City of Buenos Aires, of age,
legally qualified, known unto me, I attest, as well as that he appears in his
capacity as PRESIDENT of the company doing business under the name of
"SUDAMERICANA DE LEVADURAS S.A. DE INVERSIONES". Mr Wall evidences the
existence of the Company and the capacity invoked by means of: FIRST: EXISTENCE
OF THE COMPANY: A) The articles of incorporation dated October 8, 1990,
recorded on page 1907 and supplementary deed executed on October 29, 1990,
recorded on page 1189, before Notarial Register No. 190 of the City of Buenos
Aires,in charge of Notary Napoleon Paz, the first certified copies whereof were
jointly recorded in the General Inspection of Corporations on November 9, 1990,
under number 8333, Book 108, Volume "A" of Corporations; B) The deed evidencing
the Capital Increase and amendments to the Corporate By-laws, dated February
14, 1991, recorded on page 138 of the Notarial Registry in charge of the
above-mentioned Notary, the first certified copy whereof was recorded in the
General Inspection of Corporations on May 8, 1991, under number 2577, Book 109,
Volume A of Corporations; C) The private instrument evidencing the capital
increase and amendment to Section three of the Corporate By-laws, dated October
4, 1994 and filed with the General Inspection of Corporations on March 17,
1995, under number 2250, Book 116, Volume "A" of Corporations and D) The
private instrument dated July 14, 1993 evidencing the change of registered
office, which was filed with the General Inspection of Corporations on August
4, 1993, under number 7118, Book 113, Volume "A" of Corporations, the duly
certified photocopies whereof are attached to page 3045 of this Register, 1995
Original Notarial Record, I attest. SECOND: CAPACITY INVOKED BY THE APPEARING
PARTY: A) The minutes of the General Ordinary Shareholders' Meeting held on
December 24, 2002, evidencing the election of Board members and B) The Minutes
of Board of Directors' Meeting held on even date, allocating offices on the
Board of Directors and appointing the appearing party to discharge duties as
President, which I have had before me and the duly certified photocopies
whereof are attached hereto, I attest. THE AUTHORIZATION to grant these
presents is evidenced by the minutes of Board of Directors' Minutes dated May
23, 2003, the original whereof I have had before me and that reads as follows:
"In the City of Buenos Aires, on May 23, 2003, at 9 a.m., the undersigned
Directors of SUDAMERICANA DE LEVADURAS S.A. DE INVERSIONES held a meeting at
the corporate premises. The Syndic was present. The meeting was chaired by the
Company's President, Mr. Fernando Wall, who made reference to the documents
tabled and to the resolutions adopted at the Board's meeting held on May 9,
2003 with respect to an issuance and sale in a private placement transaction of
senior subordinated notes of up to US$150 million in an aggregate
principal amount (collectively with the Exchange Notes, the "New Notes"),
subject to the terms determined to be necessary by the Pricing Committee and on
such other terms as set forth in the referred Board's meeting, on the basis that
the Parent deems such action advisable and in the best interests of the Parent
and its subsidiaries. In such regard, Mr. Wall informed those present that
Parent now deems it advisable and in the best interests of the Parent and its
subsidiaries for the Pricing Committee to determine, in its discretion, whether
the New Notes should be issued on either a senior basis or a senior subordinated
basis and for the Guarantors' guarantee of the New Notes (the "New Guarantees")
to be on a senior basis or a senior subordinated basis, in accordance with the
terms of the New Notes. After an exchange of views where the Board considered to
permit the issuance of New Guarantees on a senior basis or senior subordinated
basis, as determined by the Pricing Committee in its discretion, it was
unanimously resolved: 1. Amending Resolution: (a) that the Board hereby deems it
advisable and in the best interests of the Company, and the Company is hereby
authorized, to grant, make and issue the New Guarantees on terms set forth in
the Indenture or New Indenture, as applicable, and the Registration Rights
Agreement, as determined in the discretion of the Pricing Committee; (b) that
the New Guarantees shall be on a senior or a senior subordinated basis, as and
to the extent that the New Notes are issued on a senior or senior subordinated
basis, all as determined in the discretion of the Pricing Committee; and (c)
that each use of the defined terms "Senior Subordinated Notes," "Senior
Subordinated Note Guarantee," "Exchange Notes" or "Exchange Note Guarantee" in
the Board's Meeting dated May 9, 2003 shall be deemed modified by these
resolutions to refer to the New Notes or the New Guarantees, as the case may be,
issued, granted and/or made on a senior or senior subordinated basis, as
determined in the discretion of the Pricing Committee, and each other use of the
phrase "senior subordinated" in the Board's Meeting dated May 9, 2003 shall be
deemed to similarly refer to "senior or senior subordinated" as determined in
the discretion of the Pricing Committee. 2. Subsidiary Guarantees: that the
Company authorizes, approves and ratifies the execution, delivery and
performance of any document in respect of the New Notes by each of the
Guarantors, and any authorizations, approvals and ratifications required or
advised to be made by any subsidiary of the Company in connection with the
foregoing, in each case whether occurring before or after the passing of this
resolution. 3. Capacity as Shareholder of Subsidiary: that the Company
authorizes, empowers, and directs any Proper Person or director of the Company
to sign any consent, resolution, proxy, appointment of representative, or any
other similar document, for and on behalf of the Company, in its capacity as
shareholder of any subsidiary of the Company which may be necessary or desirable
in connection with the New Notes, and ratifies and confirms the execution by any
person for and on behalf of the Company of any such document executed prior to
the passing of this resolution. 4. 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, Australia), George Petty (domiciled at 8 California Street,
#600, San Francisco, CA 94111, 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, Australia)
(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 or Senior 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(s); (iv) Exchange Note Guarantee (whether on a senior or
senior subordinated basis) on the terms set forth in the relevant indenture; (v)
Purchase Agreement between Burns Philp Capital Pty Limited (and, if applicable,
any co-issuer or co-obligor), each Guarantor and the Initial Purchaser(s); (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 Additional Senior
Subordinated Notes or Senior Notes, and the accompanying Additional Senior
Subordinated Note Guarantees or Senior Note Guarantees (the ORIGINAL SECURITIES)
or the Exchange Notes and the accompanying Exchange Note Guarantees (whether on
a senior or senior subordinated basis) (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 Original Securities and the Exchange Securities 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 Original Securities and the Exchange
Securities; (xii) Any agreements as may be necessary or advisable to effect the
appointment of CT Corporation System (or its successors) as agent for service of
process in any suit or proceeding instituted in connection with any or all of
the Documents or the transactions contemplated thereby; (xiii) Any agreements as
may be necessary or advisable to effect the appointment of the Trustee for the
Original Securities and the Exchange Securities; and (xiv) 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). II. Supplement, make alterations 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 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 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. 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, judgement, 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. 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 legal entity,
with corporate existence or unincorporated, 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 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. 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. It was likewise resolved to authorize the Chairman to
formalize the power of attorney granted, whether by incorporating it into a
public deed or as a private instrument.
5. All Actions Approved and Ratified: that all actions heretofore taken by any
officer, director or Proper Person of the Company in connection with any matter
referred to or contemplated in any of the foregoing resolutions, and in
connection with the preparation, execution and filing of all reports,
statements, documents and information previously filed by the Company pursuant
to the foregoing resolutions, are hereby approved, ratified and confirmed in
all respects.
6. Officer's Certificate: that any of the Proper Person(s) be, and each of them
hereby is, authorized and empowered to certify to the passage of the foregoing
resolutions under the seal of the Company or otherwise, and to execute and
deliver any officer's certificate required in connection with the consummation
of the transactions contemplated by the foregoing resolutions.
7. Call for Shareholders' Meeting: to call a General Ordinary Shareholders'
Meeting to be held on even date at 12 p.m. at the corporate premises to deal
with the following items on the Agenda: 1. Appointment of two shareholders to
sign the minutes of the Shareholders' Meeting, and 2. Ratification of the
decisions taken by the Board of Directors' Meeting dated May 23, 2003. To
conclude, Mr. Wall put on record that, in view of the fact that the shareholders
representing 100% of the capital stock with voting rights had committed
themselves to be present at the Shareholders' Meeting, it was resolved to
dispense with the publication of notices in accordance with the terms of Section
237, last paragraph, of Law 19,550. There being no further matters to deal with,
the meeting rose at 10 a.m. There follow illegible signatures". IT IS A TRUE
COPY of the referenced minutes, I attest. And the appearing party in the
capacity invoked and duly evidenced STATES as follows: That he grants a SPECIAL
POWER OF ATTORNEY in favor of Messrs. THOMAS DEGNAN, HELEN GOLDING, ALLEN HUGLI,
GREG QUIRK, PHILIP WEST AND ELIZABETH VUONG, domiciled at Level 23, 56 Pitt
Street, Sydney, New South Wales, Australia; GEORGE PETTY, domiciled at 8
California Street #600, San Francisco, CA 94111, United States of America; HERB
BLUM, domiciled at 240 Larkin Williams Industrial Court, Fenton, MO 63026,
United States of America; JUSTIN PELLY, MILITA COTTRELL, PATRICK LOWDEN AND
TUYET NGUYEN, domiciled at MLC Centre, Martin Place, Sydney, New South Wales,
Australia, so that, acting in the name and on behalf of "SUDAMERICANA DE
LEVADURAS S.A. DE INVERSIONES", either individually or jointly, with full powers
of substitution, they may carry out all such acts as are indicated in the
minutes transcribed above and exercise all the powers indicated therein, which
are fully transcribed herein for all legal purposes, I attest. AFTER THESE
PRESENTS HAVING
BEEN READ, the appearing party executes and delivers same before me, Acting
Notary Public, I attest. FERNANDO C. WALL. There is a seal. There is a
signature: CARLOS JORGE SALA. It agrees with the original deed executed before
me and recorded on page 1553. Original record A of Notarial Registry 375 under
my charge, I attest. I issue THIS FIRST CERTIFIED COPY for the ATTORNEYS in six
pages of Notarial Record consecutively numbered from N-002266929 to N 002266934
which I sign and seal in the place and on the date first above written.---------
- --------------------------------------------------------------------------------
There is an illegible signature and a seal that reads: CARLOS JORGE SALA.
Notary. Enrollment 2023.--------------------------------------------------------
Certified reproduction in Notarial Seal No. T001874237--------------------------
There is an illegible signature and a seal that reads: PATRICIO ADOLFO SALA.
Notary. Enrollment 2287---------------------------------------------------------
- --------------------------------------------------------------------------------
[The following is attached:]----------------------------------------------------
Notaries Association. City of Buenos Aires. Argentine Republic------------------
CERTIFICATION OF REPRODUCTIONS. Act 404-----------------------------------------
There appears the Argentine Coat of Arms----------------------------------------
T 001874237---------------------------------------------------------------------
Registry 1863-------------------------------------------------------------------
Buenos Aires, May 26, 2003------------------------------------------------------
In my capacity as Notary in charge of Notarial Registry 1863 of the City of
Buenos Aires, I DO HEREBY CERTIFY that the appended reproduction in six pages,
that I sign and seal, is a TRUE COPY of the original document, which I have had
before me, I attest.------------------------------------------------------------
- --------------------------------------------------------------------------------
There is an illegible signature and a seal that reads: PATRICIO ADOLFO SALA.
Notary. Enrollment 2287---------------------------------------------------------
- --------------------------------------------------------------------------------
THIS IS A TRUE TRANSLATION into English of the original document in Spanish
which I have had before me, I attest. Buenos Aires, May 30, 2003----------------
ES TRADUCCION FIEL al ingles del documento original en espanol que he tenido
ante mi y al cual me remito en la ciudad de Buenos Aires, a los 30 dias de mayo
de 2003.------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[SEAL OF MONICA LUCIA BASSI]
[STAMP OF TRANSLATOR]
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 May 27, 2003, BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS BV,
validly represented jointly by Ms. Lois Wheeler and EQUITY TRUST Co NV, the
latter being in its turn represented by Mr. R.G.A. de Schutter, 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 with 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 June 21, 2002 the Issuer issued by way of a private placement in
aggregate principal amount US$400 million 9 3/4% Senior Subordinated Notes
due 2012 (the "ORIGINAL NOTES") pursuant to an indenture dated June 21,
2002 among the Issuer, the Parent and certain of its subsidiaries,
including the Company (the "GUARANTORS"), and The Bank of New York, as
trustee (the "INDENTURE");
(c) In connection with providing financing for the repayment and refinancing of
the outstanding principal amount of the Parent's U.S.$65 million tranche of
its U.S.$335 million secured senior term loan financing and for working
capital and other general corporate purposes, the Parent deems it advisable
and in the best interests of the Parent and its subsidiaries, for the
Issuer -and, if determined to be necessary by the Pricing Committee (as
defined below), a co-issuer or co-obligor (the "CO-ISSUER")- to, and the
Issuer (and, if applicable, the Co-issuer) desires to, issue and sell in a
private placement either senior notes or senior subordinated notes of up to
US$150 million in aggregate principal amount (the "NEW NOTES"), subject to
the terms determined to be necessary -including whether the New Notes
should be issued on either a senior basis or a senior subordinated basis-
by a Committee of the Board of Directors of the Parent comprising Mr.
Graeme Hart and Mr. Thomas Degnan (the "PRICING COMMITTEE"), either
pursuant to, at the discretion of Pricing Committee,
(i) the Indenture, as additional debt securities to the Original Notes, or
(ii) a new indenture among the Issuer (and, if applicable, the Co-issuer),
the Company, the Guarantors and the trustee named therein (the "NEW
INDENTURE"), as a new issue of debt securities.
The Parent has proposed and authorized that the New Notes be guaranteed by
the Guarantors by means of the execution of the above-mentioned indentures,
whereby the Guarantors are, or will be, required to jointly and severally,
fully and unconditionally, guarantee on either a senior or a senior
subordinated basis the Issuer's obligations (and the Co-issuer's
obligations, as the case may be) under the New Notes (the "NEW NOTES
GUARANTEE"), containing the guarantees and, in
the case of a guarantee on a senior subordinated basis, relevant
subordination provisions. In the event that the New Notes are issued on a
senior basis, the New Notes and New Notes Guarantee will not be
subordinated in right of payment to the prior payment in full of the
principal and interest on senior debt. In any case, Guarantors will remain
obliged for the Original Notes as set forth in the Indenture, as and if
amended:
(d) Additionally, the Issuer (and, if applicable, the Co-issuer) and the
Guarantors may be required to enter into, with the initial purchaser(s) of
the New Notes (the "INITIAL PURCHASER(S)"), a purchase agreement and a
registration rights agreement, for the offer and sale of the New Notes, all
of them governed by the laws of New York, USA (the "PURCHASE AGREEMENT" and
the "REGISTRATION RIGHTS AGREEMENT", respectively), whereby the Issuer
(and, if applicable, the Co-issuer) and the Guarantors will agree, among
other things, to file (i) a registration statement or an amendment to the
existing registration statement filed in connection with the registration
of debt securities having substantially the same terms as the New Notes and
the accompanying New Notes Guarantee, under the US Securities Act covering
debt securities identical in all material respects to the New 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 New Notes;
and (ii) in certain circumstances, a shelf registration statement or an
amendment to an existing shelf registration statement filed to register the
New Notes and the accompanying New Notes Guarantee to register the New
Notes under the US Securities Act;
(e) 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
New Notes and Exchange Notes (collectively, the "NOTES") to which it will
be a party, including whatever registration statements, whether pursuant to
applicable legislation or otherwise (the "SUPPLEMENTARY DOCUMENTS");
(f) The transactions referred to in the preceding paragraphs are further
described in more detail in the document drafted in English entitled
"Amended High Yield Notes Explanatory Memorandum", dated May , 2003 (the
"EXPLANATORY MEMORANDUM"), which has been delivered by the Parent to the
Company and is attached to these Minutes as ANNEX;
(g) The Sole Shareholder of the Company approved a decision dated May 12, 2003
relating to the issue of the Notes, which did not contemplate the issuance
of the New Notes on a senior basis; and
(h) The Parent now deems it advisable and in the best interest of the Parent
and its subsidiaries for the Issuer and, as the case may be, a Co-Issuer
to, and the Issuer (and, as the case may be, the Co-issuer) desires to,
issue and sell in a private placement the New Notes on either, at the
Pricing Committee's discretion, a senior basis or a senior subordinated
basis, and for the New Notes Guarantee to be on a senior basis or a senior
subordinated basis, in accordance with the terms of the New Notes.
Taking into consideration the documentation submitted by the Parent to the Sole
Shareholder of the Company regarding the amendment to the projected note issue,
the Sole Shareholder of the Company 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.
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 of the Company 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 Notes, whereby the Company will be jointly and severally, fully
and unconditionally, guaranteeing the Issuer's obligations (and, if
applicable, the Co-issuer's obligations) under the Notes, as well as,
as the case may be, the Purchase Agreement, the Registration Rights
Agreement and/or 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 on its behalf, at the above indicated place and
date.
BURNS PHILP NETHERLANDS EUROPEAN HOLDINGS BV
By:
/s/ Lois Wheeler /s/ R.G.A. de Schutter
- -------------------------------------- -------------------------------------
Ms. Lois Wheeler EQUITY TRUST Co NV
By: Mr. R.G.A. de Schutter
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 May
27, 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
(the "PARENT");
(b) On June 21, 2002 the Issuer issued by way of a private placement in
aggregate principal amount US$400 million 9 3/4% Senior Subordinated Notes
due 2012 (the "ORIGINAL NOTES") pursuant to an indenture dated June 21,
2002 among the Issuer, the Parent and certain of its subsidiaries,
including the Company (the "GUARANTORS"), and The Bank of New York, as
trustee (the "INDENTURE");
(c) In connection with providing financing for the repayment and refinancing of
the outstanding principal amount of the Parent's U.S.$65 million tranche of
its U.S.$335 million secured senior term loan financing and for working
capital and other general corporate purposes, the Parent deems it advisable
and in the best interests of the Parent and its subsidiaries, for the
Issuer -and, if determined to be necessary by the Pricing Committee (as
defined below), a co-issuer or co-obligor (the "CO-ISSUER")-to, and the
Issuer (and, if applicable, the Co-issuer) desires to, issue and sell in a
private placement either senior notes or senior subordinated notes of up to
US$150 million in aggregate principal amount (the "NEW NOTES"), subject to
the terms determined to be necessary -including whether the New Notes
should be issued on either a senior basis or a senior subordinated bases-
by a
Committee of the Board of Directors of the Parent comprising Mr. Graeme
Hart and Mr. Thomas Degnan (the "PRICING COMMITTEE"), either pursuant to,
at the discretion of Pricing Committee,
(i) the Indenture, as additional debt securities to the Original Notes, or
(ii) a new indenture among the Issuer (and, if applicable, the Co-issuer),
the Company, the Guarantors and the trustee named therein (the "NEW
INDENTURE"), as a new issue of debt securities.
The Parent has proposed and authorized that the New Notes be guaranteed by
the Guarantors by means of the execution of the above-mentioned indentures,
whereby the Guarantors are, or will be, required to jointly and severally,
fully and unconditionally, guarantee on either a senior or a senior
subordinated basis the Issuer's obligations (and the Co-issuer's
obligations, as the case may be) under the New Notes (the "NEW NOTES
GUARANTEE"), containing the guarantees and, in the case of a guarantee on a
senior subordinated basis, relevant subordination provisions. In the event
that the New Notes are issued on a senior basis, the New Notes and New
Notes Guarantee will not be subordinated in right of payment to the prior
payment in full of the principal and interest on senior debt. In any case,
Guarantors will remain obliged for the Original Notes as set forth in the
Indenture, as and if amended;
(d) Additionally, the Issuer (and, if applicable, the Co-issuer) and the
Guarantors may be required to enter into, with the initial purchaser(s) of
the New Notes (the "INITIAL PURCHASER(S)"), a purchase agreement and a
registration rights agreement, for the offer and sale of the New Notes, all
of them governed by the laws of New York, USA (the "PURCHASE AGREEMENT" and
the "REGISTRATION RIGHTS AGREEMENT", respectively), whereby the Issuer
(and, if applicable, the Co-issuer) and the Guarantors will agree, among
other things, to file (i) a registration statement or an amendment to the
existing registration statement filed in connection with the registration
of debt securities having substantially the same terms as the New Notes and
the accompanying New Notes Guarantee, under the US Securities Act covering
debt securities identical in all material respects to the New 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 NOTES GUARANTEE") and will be offered in
exchange for the New Notes (the "EXCHANGE OFFERING"); and (ii) in certain
circumstances, a shelf registration statement or an amendment to an
existing shelf registration statement filed to register the New Notes and
the accompanying New Notes Guarantee to register the New Notes under the US
Securities Act;
(e) 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
New Notes and Exchange Notes (collectively, the "NOTES") to which it will
be a party, including whatever registration statements, whether pursuant to
applicable legislation or otherwise (the "SUPPLEMENTARY DOCUMENTS");
(f) The transactions referred to in the preceding paragraphs are further
described in more detail in the document drafted in English entitled
"Amended High Yield Notes Explanatory Memorandum", dated May [ ], 2003 (the
"EXPLANATORY MEMORANDUM"), which has been delivered by the Parent to the
Company and is attached to these Minutes as Annex 1;
(g) The Sole Shareholder of the Company approved a decision dated May 12, 2003
relating to the issue of the Notes, which did not contemplate the issuance
of the New Notes on a senior basis; and
(h) The Parent now deems it advisable and in the best interest of the Parent
and its subsidiaries for the Issuer and, as the case may be, a Co-Issuer
to, and the Issuer (and, as the case may be, the Co-issuer) desires to,
issue and sell in a private placement the New Notes on either, at the
Pricing Committee's discretion, a senior basis or a senior subordinated
basis, and for the New Notes Guarantee to be on a senior basis or a senior
subordinated basis, in accordance withe the terms of the New Notes.
In connection with the above, the Chairman further informs that the Company's
Sole Shareholder, as of May 27, 2003, in view of the aforementioned
circumstances and relying on the Parent's assessment of the economic benefits of
the transactions referred to above, as amended, and group's solvency analysis,
has authorised and instructed the Board (i) to undertake the execution,
formalisation, delivery and performance, on the terms and subject to the
conditions deemed most appropriate for the Company, of the Notes (either on a
senior or a senior subordinated basis), whereby the Company will be jointly and
severally, fully and unconditionally, guaranteeing the Issuer's obligations
(and, if applicable, the Co-issuer's obligations) under the Notes, as well as,
as the case may be, the Purchase Agreement, the Registration Rights Agreement
and/or the New Indenture, pursuant to the terms of the Explanatory Memorandum
attached hereto as Annex 1, as well as any Supplementary Documents whatsoever,
and (ii) 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.
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, 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, if
applicable, the Co-issuer's obligations) under the Notes, as well as, as
the case may be, the Purchase Agreement, the Registration Rights Agreement
and/or the New Indenture, pursuant to the terms of the Explanatory
Memorandum attached hereto as Annex 1, as well as any Supplementary
Document 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.
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 May 12, 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 8 California Street, #600, San Francisco, CA 94111, 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
In connection with the projected Notes issue described above, 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 8 California Street, #600, San Francisco, CA 94111, 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 attached hereto as
Annex 1, any and all documents listed in Annex 2, as well as any private or
public agreements, instruments or other documents and whatever registration
statements 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.
In particular, (I) to execute, if applicable, the Purchase Agreement, the
Registration Rights Agreement and/or the New Indenture; (II) to qualify the
Indenture or, as the case may be, New Indenture, pursuant to which the New
Notes and New Notes Guarantee are to be issued in accordance with the
provisions of the US Trust Indenture Act; (III) to execute and file or
cause to be filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement or an amendment to the existing
registration statement filed in connection with the registration of debt
securities having substantially the same terms as the New Notes and the
accompanying New Notes Guarantee (collectively, the "ORIGINAL
SECURITIES")(the "EXCHANGE REGISTRATION STATEMENT"), to register the
Exchange Notes and the accompanying Exchange Notes Guarantee (collectively,
the "EXCHANGE SECURITIES") under the US Securities Act; (IV) to execute and
file or cause to be filed with the Commission, if applicable, a shelf
registration statement or an amendment to any then existing shelf
registration statements (the "SHELF REGISTRATION STATEMENT") filed to
register the Original Notes and the accompanying guarantee, to register the
Original Securities under the Securities Act; (V) to sign and deliver all
reports required of the Company by either the Indenture or, as the case may
be, the New Indenture or the Commission pursuant
to the US Securities Act; (VI) to prepare, or cause to be prepared, and
execute, verify and file, such other applications, declarations, powers or
other instruments, together with any and all exhibits and instruments
relating thereto, that in the judgment of the Attorney(s) taking such
action, are necessary or appropriate to obtain any order, approval or
certificate of approval of the Commission or any other regulatory authority
that may have jurisdiction in the premises and in connection with any of
the matters contemplated by these resolutions; (VII) to determine the
States in which appropriate action shall be taken to qualify or register
for sale all or such part of the Original Securities and the Exchange
Securities as such officer may deem advisable, perform any and all such
acts as such Attorney(s) may deem necessary or advisable in order to comply
with the applicable laws of any such State and, in connection therewith, to
execute and file all requisite papers and documents including, but not
limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and (VIII) to take or
cause to be taken any and all such further actions, to execute and deliver
or cause to be executed and delivered all such other documents,
certificates, instruments and agreements, to make such filings, to incur
and pay all such fees and expenses and to engage in such acts as the
Attorney(s) in their judgment determine to be necessary, desirable or
advisable to carry out fully the intent and purposes of the foregoing
resolutions (including, without limitation, taking such actions and
entering into such agreements as may be necessary or desirable to effect
the inclusion of the Notes in the Portal market, a subsidiary of the Nasdaq
Stock Market, Inc., the appointment of The Depository Trust Company as
depositary with respect to Notes, and the appointment of a Trustee for the
Notes).
2. To complete, supplement or modify any of the documents and statements
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. TERMS AND CONDITIONS OF THE POWERS OF ATTORNEY
The powers of attorney hereby granted in Section 1 above to the Attorneys are
subject to the following terms and conditions:
(i) Delegation
These powers of attorney are applicable to the persons appointed by an
Attorney or pursuant to the powers of substitution granted in accordance
with these Minutes
(who will then be considered Attorneys). An Attorney may execute whatever
documents mentioned above on behalf of the Company, even where said
Attorney has granted powers of attorney or has made another delegation to
third parties.
(ii) Conflict of interest
An Attorney 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 Attorney 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 Attorney for any loss, cost, charge,
liability or expense borne or incurred by the Attorney 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 Attorney. A certificate signed by an
Attorney 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 an Attorney of any power granted hereunder does not imply
for said Attorney or for any entity of which the Attorney is a member or
employed:
(a) any personal liability in connection with the exercise of said power
or any consequence thereof; or
(a) an express or implied warranty of the capacity of the Attorney to
exercise such power and of the validity thereof.
III. 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.
IV. 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; and, if applicable, (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.
Furthermore, to appoint CT Corporation System (or its successors as agent for
service of process) as the Company's agent for service of process (i) in the
County, City and State of New York, United States of America in any suit or
proceeding instituted against the Company by the Trustee based on or arising
under the New Indenture, if applicable, or the New Notes Guarantee and the
Exchange Notes Guarantee (collectively, the "GUARANTEES") and the transactions
contemplated under the Purchase Agreement, the Registration Rights Agreement or
the Indenture or the New Indenture, if applicable, in any federal or state court
in the State of New York, County of New York, and (ii) of any and all legal
process, summons, notices and documents that may be served in any action, suit
or proceeding brought against the Company arising out of or in connection with
the Purchase Agreement, the Registration Rights Agreement, the Indenture or the
New Indenture (as the case may be) or the Guarantees.
FOURTH.-GRANTING OF FORMALIZATION FACULTIES
The Board of Directors unanimously resolves to expressly authorize all members
of the Board and the Attorneys, including 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 May 27, 2003.
Approval by,
The Chairman of the Board of Directors The Vice-Secretary non-member of the
Board of Directors
/s/ John Lynch /s/ Nicholas Sierra Munoz
- --------------------------- ---------------------------
Mr. John Lynch Mr. Nicolas Sierra Munoz
ANNEX 2
DOCUMENTS
1. The Indenture and/or the New Indenture between the Issuer (and, if
applicable, any Co-issuer), each Guarantor and the Trustee.
2. New Notes 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(s).
4. Exchange Notes Guarantee (whether on a senior or senior subordinated basis)
on the terms set forth in the relevant Indenture.
5. Purchase Agreement among the Issuer (and, if applicable, any Co-issuer),
each Guarantor and the Initial Purchaser(s).
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 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 Original Securities and Exchange Securities 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 Original
Securities and Exchange Securities.
12. Any agreements as may be necessary or advisable to effect the appointment
of CT Corporation System (or its successors) as agent of service of process
in any suit or proceeding instituted in connection with any or all of the
Documents or the transactions contemplated thereby.
13. Any agreements as may be necessary or advisable to effect the appointment
of the Trustee for the Original Securities and Exchange Securities.
14. 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 GUATEMALA S.A.
[TRANSLATION]
NUMBER TWO HUNDRED THIRTY NINE (239).- In the City of Guatemala, today, May
twenty eight, 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
eleven (11), of the General Regular -all present- Stockholders Meeting of the
same entity, held on this country, on May eighteen, of year two thousand and
three, and which was written on 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 Sixth Clause, numeral
eight 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 in 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 or Senior 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 (whether on a
senior or senior subordinated basis) on the terms set forth in the relevant
indenture; (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 Additional Senior
Subordinated Notes or Senior Notes, and the accompanying Additional Senior
Subordinated Note Guarantees or Senior Note Guarantees (the ORIGINAL SECURITIES)
or the Exchange Notes and the accompanying Exchange Note Guarantees (whether on
a senior or senior subordinated basis) (the EXCHANGE SECURITIES); (ix) Any
papers and documents including, but not
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 Original Securities and the Exchange Securities 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 Original Securities and the Exchange
Securities; (xii) Any agreements as may be necessary or advisable to effect the
appointment of CT Corporation System (or its successors) as agent for service of
process in any suit or proceeding instituted in connection with any or all of
the Documents or the transactions contemplated thereby; (xiii) Any agreements as
may be necessary or advisable to effect the appointment of the Trustee for the
Original Securities and the Exchange Securities; (xiv) 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 she exercises, states her
absolute agreement with the 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
[seal]
BURNS PHILP VENEZUELA, S.A.
[TRANSLATION]
POWER OF ATTORNEY
The undersigned, Ruben Eduardo Lujan, Venezuelan, of legal age, bearer of
identity card No 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 No 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 May 26, 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; Justin Pelly,
Australian citizen, of legal age, domiciled in Australia, bearer of passport
number E6320246; and any person for the time being or from time to time holding
the office of director or secretary in the Company (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") and any document ancillary to
any Document: (i) any indenture between Burns Philp Capital Pty Limited (and, if
applicable, any co-issuer or co-obligor), each Guarantor and the trustee named
therein; (ii) the Senior Subordinated Note Guarantee or Senior 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(s);
(iv) the Exchange Note Guarantee (whether on a senior or senior subordinated
basis) on the terms set forth in the relevant indenture; (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(s); (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 Original Securities
(whether on a senior or senior subordinated basis) or the Exchange Securities
(whether on a senior or senior subordinated basis); (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
Original Securities (whether on a senior or senior subordinated basis) and the
Exchange Securities (whether on a senior or senior subordinated basis) 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 Original Securities
(whether on a senior or senior subordinated basis) and the Exchange Securities
(whether on a senior or senior subordinated basis); (xii) any agreements as may
be necessary or advisable to effect the appointment of CT Corporation System (or
its successors) as agent for service of process in any suit or proceeding
instituted in connection with any or all of the Documents or the transactions
contemplated thereby; (xiii) any agreements as may be necessary or advisable to
effect the appointment of the trustee for the Original Securities (whether on a
senior or senior subordinated basis) and the Exchange Securities (whether on a
senior or senior subordinated basis); and (xiv) 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-in-Fact, 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-in-Fact 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 terminates the previous power of
attorney granted by the Company granted before the Seventeenth Notary Public of
the Municipality of Libertador of the Capital District on May 9, 2003, under No.
35, Volume 50. This power of attorney is executed and deliver 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