CONFORMED COPY

A$500,000,000

FACILITY AGREEMENT

dated 23 June 2004

for

Mayne Group Limited

arranged by

ANZ Investment Bank

with

Australia and New Zealand Banking Group Limited

acting as Agent

CONTENTS

THIS AGREEMENT is dated 23 June 2004 and made between:

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

In this Agreement:

Accession Letter means a document substantially in the form set out in Schedule 5 (Form of Accession Letter).

Additional Australian Borrower means an Additional Borrower that is incorporated in Australia.

Additional Borrower means a company which becomes an Additional Borrower in accordance with Clause 24 (Changes to the Obligors).

Additional Guarantor means a company which becomes an Additional Guarantor in accordance with Clause 24 (Changes to the Obligors).

Additional Loan Note Deed Poll means a deed poll entitled Loan Note Deed Poll in the form set out in Annexure A (Form of Loan Note Deed Poll) executed or to be executed by an Additional Australian Borrower after the date of this Agreement.

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

Agents Spot Rate of Exchange means the Agents spot rate of exchange for the purchase of the relevant currency with the Base Currency in the Sydney foreign exchange market at or about 11:00 a.m. on a particular day.

APLMA means the Asia Pacific Loan Market Association.

Approved Subsidiary means a wholly-owned Subsidiary of the Company which is incorporated in a jurisdiction acceptable to the Agent (acting on the instructions of all the Lenders).

Associate has the meaning given to it in Section 128F(9) of the Tax Act.

Australian Borrower means any Borrower that is incorporated in Australia.

Australian Withholding Tax means any Australian Tax required to be withheld or deducted from any interest or other payment under Division 11A of Part III of the Tax Act.

Authorised Officer means:

Authorisation means:

Availability Period means:

Available Commitment means, in relation to a Facility, a Lenders Commitment under that Facility minus:

Available Currency means in relation to a Borrower, each currency described as such for the relevant Borrower in the following table (or any other currency as agreed between the Company and the Agent (acting on the instructions of all Lenders) each such other currency being an Optional Currency):

Available Facility means, in relation to a Facility, the aggregate for the time being of each Lenders Available Commitment in respect of that Facility.

Base Currency means Australian dollars.

Base Currency Amount means, in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agents Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request) adjusted to reflect any repayment or, prepayment, of the Loan.

Base Currency Equivalent means, in relation to an amount of Available Currency (other than the Base Currency) at any time, the Base Currency amount determined by the Agent by converting that amount of Available Currency into the Base Currency at the Agents Spot Rate of Exchange at that time.

Base Rate means in relation to Loans in Australian dollars, BBSWAV, in relation to Loans in euro, EURIBOR, in relation to Loans in sterling, LIBOR, and in relation to Loans in US dollars, USD LIBOR.

BBSWAV for a period means:

then BBSWAV will be the arithmetic mean of the buying rates quoted to the Agent by at least 3 Reference Banks at or about that time on that date, having regard, to the extent possible, to the rates otherwise bid and offered for bills of the applicable tenor at or around that time. If there are no buying rates the rate for each Lender will be the rate notified by that Lender to the Agent to be that Lenders cost of funding its participation in the relevant Loan for that period.

Rates will be expressed as a yield percent per annum to maturity.

Borrower means an Original Borrower or an Additional Borrower, unless it has ceased to be a Borrower in accordance with Clause 24 (Changes to the Obligors).

Break Costs means the amount (if any) by which:

exceeds:

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Melbourne and:

Calculation Date means 30 June and 31 December in each year.

Calculation Period means each period of 12 Months ending on a Calculation Date.

Commitment means a Tranche A Facility Commitment or a Tranche B Facility Commitment.

Compliance Certificate means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate).

Compliance Program means the Group Compliance Program detailed in the Group Compliance Program Manual of the Company, as updated from time to time, pursuant to which information is sought internally on a regular basis regarding breaches of legal or statutory obligations.

Debt to Earnings Ratio means the ratio of Total Financial Indebtedness to EBITDA.

Default means an Event of Default or any event or circumstance specified in Clause 22 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

EBIT means, for any period, the total amount of earnings for the Group before Gross Interest Expense, income Tax and individually significant or extraordinary items for that period, as calculated in accordance with GAAP, and before all earnings derived from assets which have been financed on a Limited Recourse Basis (other than revenues received by way of a permitted distribution from the profits of the relevant asset to an Obligor such that the amount of such distribution is not the subject of any Security) and also adjusted to take into account the effects from any acquisitions or disposals made during the period. The adjustments will be made on the basis of historical EBIT of the company or business acquired or disposed of in the period by reference to historical EBIT for the entire period and by reference to:

EBITA means, for any period, the total amount of earnings for the Group before Gross Interest Expense, income Tax, individually significant or extraordinary items, and amortisation for that period, as calculated in accordance with GAAP, and before all earnings derived from assets which

have been financed on a Limited Recourse Basis (other than revenues received by way of a permitted distribution from the profits of the relevant asset to an Obligor such that the amount of such distribution is not the subject of any Security).

EBITDA means, for any period, the total amount of earnings for the Group before Gross Interest Expense, income Tax, individually significant or extraordinary items, depreciation and amortisation for that period, as calculated in accordance with GAAP, and before all earnings derived from assets which have been financed on a Limited Recourse Basis (other than revenues received by way of a permitted distribution from the profits of the relevant asset to an Obligor such that the amount of such distribution is not the subject of any Security) and also adjusted to take into account the effects from any acquisitions or disposals made during the period. The adjustments will be made on the basis of historical EBITDA of the company or business acquired or disposed of in the period by reference to historical EBITDA for the entire period and by reference to:

English Borrower means any Borrower that is incorporated in England.

EURIBOR means, in relation to any Loan in euro:

as of the Specified Time on the Quotation Day for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Loan.

Event of Default means any event or circumstance specified as such in Clause 22 (Events of Default).

Existing Facility Agreement means the A$220,000,000 facility agreement dated 27 June 2003 between the Company, Australia and New Zealand Banking Group Limited as arranger and agent, the companies named in that facility agreement as borrowers and original guarantors and the financial institutions named in that facility agreement as original lenders.

Facility means the Tranche A Facility or the Tranche B Facility (and Facilities means both of them).

Facility Office means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days written notice) as the office or offices through which it will perform its obligations under this Agreement.

Fee Letter means any letter or letters dated on or about the date of this Agreement between the Arranger and the Company (or the Agent and the Company or an Original Lender and the Company) setting out any of the fees referred to in Clause 11 (Fees).

Finance Document means this Agreement, any Loan Note Deed Poll, a Loan Note, any Fee Letter, any Accession Letter and any other document designated as such by the Agent and the Company.

Finance Party means the Agent, the Arranger or a Lender.

Financial Indebtedness means any indebtedness for or in respect of:

For the avoidance of doubt, it does not include any indemnity in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution.

Financial Report has the meaning given to that term in the Corporations Act 2001 (Cth).

Financial Statements has the meaning given to that term in the Corporations Act 2001 (Cth).

Financial Year means the period of 12 months ending on 30 June in each year.

GAAP means generally accepted accounting principles in Australia.

Governmental Agency means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange.

Gross Interest Expense means for a period, all interest and amounts in the nature of interest or of similar effect to interest (other than principal payable under this Agreement) paid or payable by the Group including:

Group means the Company and its Subsidiaries.

Guarantor means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 24 (Changes to the Obligors).

Healthcare means the business of:

and such other business activities incidental to the above as approved by the Agent (acting on the instructions of the Majority Lenders). For the purposes of this definition, the terms Therapeutic Goods, Therapeutic Devices and Medical Devices have the meanings given to those terms in the Therapeutic Goods Act 1989 (Cth).

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

Indirect Tax means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.

Information Memorandum means the information memorandum prepared and distributed by the Arranger to selected financial institutions in relation to the Group and the Facilities at the request of the Company and in the form approved by the Company.

Intangible Assets means goodwill, patents, trade marks, design rights, franchises, licences, mastheads, future tax benefits, underwriting and formation expenses and any items which according to GAAP are regarded as intangible assets.

Interest Cover Ratio means the ratio of EBITA to Gross Interest Expense.

Interest Period means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest) or Clause 6.3 (Default Interest) of a Loan Note Deed Poll.

Legal Compliance Procedures means the semi-annual internal process by which the Companys legal department seeks details of material litigation, arbitration or administrative proceedings.

Lender means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

LIBOR means, in relation to any Loan:

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan.

Limited Recourse Basis means a secured financing in respect of an asset or related group of assets (which together comprise a single project) in which the relevant financiers recourse and Security are limited solely to that asset or group of assets or, in the case where a Single Purpose Entity owns or operates that asset or group of assets, the shares in that Single Purpose Entity or its Single Purpose Holding Entity, the revenues from that asset or group of assets and any proceeds from the enforcement of that Security.

Loan means a Tranche A Facility Loan or a Tranche B Facility Loan.

Loan Note means an Original Loan Note or a loan note issued under an Additional Loan Note Deed Poll.

Loan Note Deed Poll means the Original Loan Note Deed Poll or an Additional Loan Note Deed Poll.

Majority Lenders means:

Management Accounts means the monthly management accounts for the Group prepared internally by a Group management accountant.

Mandatory Cost means the percentage rate per annum calculated by the Agent in accordance with Schedule 10 (Mandatory Cost Formulae).

Margin means the rate expressed as a percentage per annum determined by the Agent as follows: