Exhibit
4.2


 


Bond guarantee indemnity deed


 


CSR Limited

ABN 90 000 001 276


 


Rinker Group Limited

ABN 53 003 433 118


 


and


 


Rinker Materials Corporation


 


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This bond guarantee indemnity deed


is
made on 27 March 2003  between the following parties:


 


1                                          CSR
Limited

ABN 90 000 001 276

of Level 4, 9 Help Street, Chatswood NSW 2067

(CSR)


 


2                                          Rinker
Group Limited

ABN 53 003 433 118

of Level 4, 9 Help Street, Chatswood NSW 2067

(RGL)


 


3                                          Rinker
Materials Corporation

of 1501 Belvedere Road, West
Palm Beach, Florida 33406, USA

(RMC)


 


Recitals


 


A.                                   At the date of this deed, RGL is a wholly
owned Subsidiary of CSR.


 


B.                                     Subject to approval of the Scheme, CSR
intends to demerge RGL as an independent publicly listed company with CSR’s
shareholders as its initial shareholders (and their proportionate
shareholdings).


 


C.                                     CSR has granted the Bond Guarantees. As part
of the Demerger, RMC is willing to indemnify CSR in respect of the Bond
Guarantees on the terms and conditions of this deed and RGL is willing to
guarantee to CSR RMC’s obligations in relation to such indemnity.


 


The deed witnesses


 


that
in consideration of, among other things, the mutual promises contained in this
deed, the parties agree:


 


Definitions and interpretation


 


1.1                               Definitions


 


In this deed:


 


2004 Bond Guarantee means the guarantee granted by CSR pursuant
to Article 14 of the Indenture dated 1 March 1994 between Rinker
Materials Corporation, CSR and Bank One, N.A. (formerly The First National Bank
of Chicago) to the holders of the 2004 Bonds in respect of, amongst other
things, all payments of principal, premium (if any) and interest on such 2004
Bonds, as evidenced by CSR’s execution of its notation of guarantee on such
2004 Bonds.


 


2005 Bond Guarantee means the guarantee granted by CSR pursuant
to Article 14 of the Indenture dated 21 July 1995 between Rinker
Materials Corporation, CSR and Bank One, N.A. (formerly The First National Bank
of Chicago) to the holders of the 2005 Bonds in respect of, amongst other things,
all payments of principal, premium (if any) and interest on such 2005 Bonds, as
evidenced by CSR’s execution of its notation of guarantee on such 2005 Bonds.


 


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2004 Bonds means the US$200,000,000 6.875% Notes due l March 2004 issued by
Rinker Materials Corporation pursuant to the Indenture dated 1 March 1994
between Rinker Materials Corporation, CSR and Bank One, N.A. (formerly The
First National Bank of Chicago).


 


2004 Bonds Settlement Date is the “Settlement Date” for the tender and
consent of the 2004 Bonds, as defined in the 2004 Bonds Tender and Consent
Statement.


 


2004 Bonds Tender and Consent Statement means the Tender Offer and Consent
Solicitation, dated 28 February 2003, related to the tender offer and
consent solicitation in respect of the 2004 Bonds, as it may be amended or
supplemented from time to time.


 


2004 Bonds Tender Date is the date by which note holders must
tender their bonds under the tender and consent process for the 2004 Bonds, as
provided for in the 2004 Bonds Tender and Consent Statement.


 


2005 Bonds means the US$250,000,000 6.875% Notes due 21 July 2005 issued by
Rinker Materials Corporation pursuant to the Indenture dated 21 July 1995
between Rinker Materials Corporation, CSR and Bank One, N.A. (formerly The
First National Bank of Chicago).


 


2004 Coupon Payment means the half yearly coupon interest
payment to be made by RMC in respect of the 2004 Bonds being an amount equal to
6.875% of the principal outstanding under the 2004 Bonds (to be determined on
the 2004 Bonds Tender Date following completion of a tender and consent of the
2004 Bonds) divided by 2.


 


2005 Coupon Payment means the half yearly coupon interest
payment to be made by RMC in respect of the 2005 Bonds being an amount equal to
6.875% of the principal outstanding under the 2005 Bonds (i.e. US$250,000,000)
divided by 2.


 


Authority means any public or regulatory body, governmental department (in
Australia or any other jurisdiction), any Royal Commission, Board of Inquiry,
Parliamentary Committee or similar body or any other body exercising statutory,
regulatory or prerogative power.


 


Bond Guarantees means the 2004 Bond Guarantee and the 2005
Bond Guarantee.


 


Business Day means a day, not being a Saturday, Sunday or public holiday, on which
banks are generally open for business in Sydney, Melbourne and New York City.


 


Claim means any legal proceeding (whether civil or criminal), claim,
allegation, cause of action, suit or demand, administrative proceeding,
arbitral proceeding, mediation or other form of alternative dispute resolution
(whether or not held in conjunction with any legal, administrative or arbitral
proceedings) or any investigation or inquiry by any Authority, Government
Agency or External Administrator relating to, involving, arising out of or in
any way connected with any act or omission, or any written or oral threat,
complaint, demand, negotiation, act or omission that might reasonably result in
a party apprehending that any such proceeding, cause of action, suit or demand,
investigation, inquiry or matter might be initiated.


 


Corporations Act means the Corporations Act 2001 (Cth).


 


Demerger has the same meaning as in the Scheme.


 


Effective Date has the same meaning as in the Scheme.


 


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Excluded Tax means a Tax imposed by any jurisdiction on the net income of CSR but
not a Tax:


 


(a)                                  calculated on or by reference to the gross
amount of any payment (without allowance for any deduction) derived by CSR
under this deed; or


 


(b)                                 imposed as a result of CSR being considered a
resident of or organised or doing business in that jurisdiction solely as a
result of it being a party to this deed.


 


Exposure Amount means the aggregate maximum principal and
one half year’s interest exposure of CSR under the Bond Guarantees in respect
of the 2004 Bonds and 2005 Bonds, as reduced from time to time whether because
RMC repays or repurchases the principal amount of any 2004 Bonds or 2005 Bonds
prior to or at the stated maturity of the 2004 Bonds or 2005 Bonds, or for any
other reason.


 


External Administrator means a liquidator, provisional liquidator,
bankruptcy trustee, receiver, receiver or manager or an administrator.;


 


Financial Assistance Resolution means the resolution to be passed under
section 260B of the Corporations Act approving the giving of any financial
assistance by RGL in the execution or performance of this deed.


 


Financial
Indebtedness means any
indebtedness (other than trade credit in the ordinary course of business or
indebtedness arising out of an acquisition on deferred purchase terms for no
more than 180 days) in respect of moneys borrowed or raised or any financial
accommodation whatsoever including (without limiting the generality of the
foregoing) under or in respect of any bill, acceptance, endorsement (excluding
“deposit only” endorsements on cheques), bond, note, debenture or other similar
debt security, guarantee, redeemable share (where such share is redeemable
prior to the latest date of maturity of the 2004 Bonds and the 2005 Bonds),
discounting arrangement, finance or capital lease, hire purchase of any asset
or service, any obligation to deliver goods or provide services paid for in
advance by any financier or in relation to any other financing transaction.


 


Government Agency means any government or any governmental,
semi-governmental, administrative, regulatory, fiscal or judicial body,
department, commission, authority, tribunal, agency or entity in any part of
the world.


 


Indemnified Moneys has the meaning set out in clause 3.1(a).


 


Liabilities means all liabilities, costs, losses and damage, however caused and
includes:


 


(a)                                  a liability due to negligence or any other
tort;


 


(b)                                 a liability to an employee or a trade
creditor;


 


(c)                                  a liability in relation to a loan, bank
overdraft, trade bill facility, or other Financial Indebtedness, including any
guarantee or indemnity thereof,


 


(d)                                 a judgment debt, fine, criminal or civil
penalty, liability for damages or compensation or to account for profits or to
make restitution;


 


(e)                                  any tax or duty,


 


(f)                                    a fee, charge or expense for legal (on a
solicitor and own client basis), accounting or other professional services, 


 


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irrespective of whether the
liability:


 


(g)                                 is actual, prospective, contingent or
otherwise;


 


(h)                                 is at any time ascertained or unascertained;


 


(i)                                     is owing or incurred by or on account of one
person alone or severally or jointly with any other person; or


 


(j)                                     comprises any combination of (g) to (i)
above.


 


Related Party Transaction Resolution means the resolution to be passed under part
2E.1 of the Corporations Act approving the giving of any financial benefit to a
related party by RGL in the execution or performance of this deed.


 


Scheme means the scheme of arrangement under Part 5.1 of the Corporations Act
between CSR and the holders of its ordinary shares as described in the Scheme
Booklet.


 


Scheme Booklet means the booklet as approved by the Court
pursuant to section 411(1) of the Corporations Act and sent to the holders
of CSR’s ordinary shares pursuant to section 412(l)(a) of the Corporations
Act explaining the Demerger and containing the explanatory statement in
relation to the Scheme.


 


Subsidiary has the same meaning as in the Corporations Act.


 


Tax means:


 


(a)                                  any tax, levy, charge, impost, duty, fee,
deduction, compulsory loan or withholding; or


 


(b)                                 any income, stamp or transaction duty, tax or
charge,


 


which
is assessed, levied, imposed or collected by any Government Agency and includes,
but is not limited to, any interest, fine, penalty, charge, fee or other amount
imposed on, or in respect of, any of the above.


 


1.2                               Interpretation


 


(a)                                  In this deed headings and bold type are for
convenience only and do not affect the interpretation of this deed and unless
the context otherwise requires:


 


(1)                                  words importing the singular include the
plural and vice versa;


 


(2)                                  a reference to one gender includes all
genders;


 


(3)                                  a reference to a clause, party, annexure,
exhibit or schedule is a reference to a clause of, and a party, annexure,
exhibit and schedule to, this deed and a reference to this deed includes any
annexure, exhibit and schedule;


 


(4)                                  a reference to legislation includes any
change to, consolidation or replacement of it, whether passed by the same or
another Government Agency with legal power to do so, and any delegated
legislation or proclamation issued under it;


 


(5)                                  a reference to a document includes all
amendments or supplements to or replacements or novations of that document;


 


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(6)                                  a reference to a party to a document includes
that party’s executors, administrators, successors and permitted assigns
including any person taking by novation;


 


(7)                                  no provision of this
deed will be construed adversely to a party solely on the ground that the party
was responsible for the preparation of this deed or that provision;


 


(8)                                  a reference to a deed other than this deed or
to an agreement includes an undertaking, deed, agreement or legally enforceable
arrangement or understanding, whether or not in writing;


 


(9)                                  a reference to “$” or “dollar” is to
Australian currency;


 


(10)                            a reference to “US$” or US dollar” is to the currency of the United
States of America;


 


(11)                            a reference to a “claim” includes any claim or cause of action and
whether made in law, in equity or under statute;


 


(12)                            a reference to a
document includes any agreement in writing, or any certificate, notice,
instrument or other document of any kind;


 


(b)                                 Where the day on or by which any thing is to
be done is not a Business Day, that thing must be done on or by the next
Business Day.


 


2                                         Condition
precedent


 


This
deed is conditional upon the passing of the Financial Assistance Resolution and
the Related Party Transaction Resolution, and shall be of no force or effect
until the date that is the later of:


 


(a)                                  15 days after notice of the passing of the
Financial Assistance Resolution has been lodged with the Australian Securities
and Investments Commission under section 260B(6) of the Corporations Act;
and


 


(b)                                 the date on which the Related Party
Transaction Resolution has been passed.


 


3                                         Indemnity
and Guarantee


 


3.1                               Indemnity
and Letters of Credit


 


(a)                                  RMC unconditionally and irrevocably
indemnifies CSR against any and all Claims and Liabilities which CSR reasonably
suffers, pays, incurs or is liable for in relation to the Bond Guarantees or this deed (the Indemnified Moneys).


 


(b)                                 To secure its obligations under clause 3.1(a)
up to an amount not less than the Exposure Amount, RMC must deliver to CSR
letters of credit, substantially in the form of schedule 1:


 


(1)                                  in respect of the 2005 Bond Guarantee, as
soon as reasonably practicable following the Effective Date and in any event
within 3 Business Days following the Effective Date;


 


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(2)                                  in respect of the 2004 Bond Guarantee, as
soon as reasonably practicable following the Effective Date and in any event on
or prior to the 2004 Bonds Settlement Date; and


 


(3)                                  in respect of the Bond Guarantees, a total of
at least 13 letters of credit issued in the following amounts:


 


(A)                              3 letters of credit each in an increment of
US$50 million;


 


(B)                                3 letters of credit each in an increment of
US$20 million;


 


(C)                                3 letters of credit each in an increment of
US$10 million;


 


(D)                               4 letters of credit each in an increment of
US$5 million,


 


and such other total of letters of credit necessary to ensure that the
total value of such letters of credit is not less than the maximum aggregate
liability referred to in clause 3.1(c).


 


(c)                                  The maximum aggregate liability of the
issuers of the letters of credit provided to CSR under clause 3.1(b) must not
be less than the aggregate of the following:


 


(1)                                  US$258,593,750, being the maximum principal
exposure of CSR under the 2005 Bond Guarantee plus interest equal to one 2005
Coupon Payment; and


 


(2)                                  an amount equal to 1.034375 times the maximum
remaining principal exposure of CSR under the 2004 Bond Guarantee as of the
2004 Bonds Tender Date following completion of the tender and consent under the
2004 Bonds Tender and Consent Statement (as advised by the depository agent
named in the 2004 Bonds Tender and Consent Statement and expressed in US
dollars), such amount:


 


(A)                              includes interest equal to one 2004 Coupon
Payment;


 


(B)                               is to be calculated by CSR acting in good faith as of the 2004 Bonds
Tender Date following completion of the tender and consent under the 2004
Tender and Consent Statement and is to be advised to RMC and RGL as soon as
reasonably possible thereafter.


 


(d)                                 Each letter of credit provided under this
deed must satisfy the following terms:


 


(1)                                  each issuer of a letter of credit must:


 


(A)                              be one of RMC’s current letter of credit
facility providers as listed in Schedule 3; or


 


(B)                                be a bank of international standing (in the
opinion of CSR acting reasonably) which is able to have its letters of credit
called upon for payment in US dollars to a US$ account upon presentation of the
requisite documents to an office of the bank in Sydney or Melbourne, Australia
and which has a minimum issuer rating or credit rating of its long-term debt of
at least A+ from Standard & Poor’s Corporation (or its equivalent of
another international credit rating agency acceptable to CSR, acting
reasonably) or such other rating acceptable to CSR (acting reasonably) and
where the issuer has two or more minimum credit ratings of its long-term debt,
the lower or lowest (as


 


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the case may be) of those ratings shall be used for the purposes of this
clause,


 


provided that:


 


(C)                                such
issuer must, at all times from the date of issue of the relevant letter of
credit until the expiry date of the relevant letter of credit or the date upon
which the issuer is released from the relevant letter of credit (whichever is
the earlier),have a minimum issuer rating or credit rating of its long-term
debt of at least A from Standard & Poor’s Corporation (or its equivalent of
another international credit rating agency acceptable to CSR, acting
reasonably) or such other rating acceptable to CSR (acting reasonably) and
where the issuer has two or more minimum credit ratings of its long-term debt
from such agencies, the lower or lowest (as the case may be) of those ratings
shall be used for the purposes of this clause; and


 


(D)                               where the
issuer rating or credit rating of such issuer’s long-term debt falls below the
minimum rating required in accordance with clause 3.1(d)(1)(C) (Rating
Downgrade), RMC must notify CSR of such Rating Downgrade as soon as
reasonably practicable after becoming aware of such Rating Downgrade and must
use its best endeavours to replace any outstanding letter of credit issued by
such issuer in accordance with clause 3.1(e)(2);


 


(2)                                  the maximum aggregate liability of each
issuer under the letters of credit must not exceed US$70,000,000 (unless CSR
otherwise approves in writing); and


 


(3)                                  the letter of credit must be available:


 


(a)                                  to be called upon by presentation of the
requisite documents to an office of that letter of credit provider in Sydney or
Melbourne specified in the letter of credit; and


 


(b)                                 for payment to the relevant US dollar account
specified in the demand made under the letter of credit.


 


(e)


 


(1)                                  Subject to clause 3.1(e)(2), a letter of
credit may be replaced by another letter of credit which meets the requirements
of clauses 3.1 (b), and 3.1(d), provided that:


 


(A)                              at least 10 Business Days written advance
notice is given to CSR of the issue of such replacement letter of credit by RMC
(Replacement
Notice); and


 


(B)                                CSR shall be obligated to accept the
replacement of any such letter of credit only if CSR, acting reasonably, is
satisfied that RGL and RMC were each solvent as at the time the Replacement
Notice was given by RMC and at the proposed replacement date of the letter of
credit and that neither RGL nor RMC will become insolvent as a result of such
replacement of the letter of credit; and


 


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(C)                                the face value amount of the replacement of
any such letter of credit must be equal to the face value amount of the letter
of credit to be replaced.


 


(2)                                  Where there has been
a Rating Downgrade as set out in 3.1(d)(1)(D), RMC must, within 30 days (or
such longer period as CSR may acting reasonably agree) of giving notice of such
Rating Downgrade to CSR or receiving notice of such Rating Downgrade from CSR
(whichever is the earlier):


 


(A)                              use its
best endeavours to replace any letter of credit outstanding from the issuer who
has suffered the Rating Downgrade with letters of credit which:


 


(i)                                     subject to
clause 3.1(d)(2), are issued by any or all of the other issuers who, at the
time of the Rating Downgrade, are current issuers of letters of credit under
this deed (Current Issuers); and


 


(ii)                                  in
aggregate, have a face value amount not less than the aggregate face value
amount of any letter of credit outstanding from the issuer who has suffered the
Rating Downgrade,


 


provided
that:


 


(iii)                               RMC is not
required to comply with clause 3.1(e)(2)(A)(i) to the extent it would require
RMC to procure replacement letters of credit in increments of less than
$10,000,000; or


 


(B)                                where
replacement letters of credit can not be provided in accordance with clause
3.1(e)(2), use its best endeavours to replace any letter of credit outstanding
from the issuer who has suffered the Rating Downgrade with letters of credit
which:


 


(i)                                     are issued
by any or all of the Current Issuers;


 


(ii)                                  in
aggregate, have a face value amount not less than the aggregate face value
amount of all letters of credit outstanding from the issuer who has suffered
the Rating Downgrade; and


 


(iii)                               will
effectively allocate the aggregate face value amount of all letters of credit
outstanding from the issuer who has suffered the Rating Downgrade on a
reasonably even basis to the extent reasonably practicable amongst the Current
Issuers,


 


provided that:


 


(iv)                              the
maximum aggregate liability of any Current Issuer under its letters of credit
must not exceed US$150,000,000; and


 


(v)                                 RMC is not
required to comply with clause 3.1(e)(2)(B)(iii) to the extent it would require
RMC to procure replacement letters of credit in increments of less than
$10,000,000; or


 


(C)                                where
replacement letters of credit can not be provided in accordance with clause
3.1(e)(2)(A) or clause 3.1(e)(2)(B), consult in good faith with CSR to
determine an appropriate method of dealing with the


 


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Rating Downgrade and, if
requested by CSR, must use its best endeavours to replace any letter of credit
outstanding from the issuer who has suffered the Rating Downgrade with letters
of credit which:


 


(i)                                     must be
substantially in the form of Schedule 1 and meet the requirements of
clause 3.1(d); and


 


(ii)                                  in
aggregate, have a face value amount not less than the aggregate face value
amount of any letter of credit outstanding from the issuer who has suffered the
Rating Downgrade.


 


(f)                                    Subject to clause 3.1(g), if at any time the
maximum aggregate liability of the issuers of the letters of credit which CSR
holds (the “LC Coverage Amount”) exceeds the Exposure Amount (whether
because RMC repays or repurchases the principal amount of any 2004 Bonds or
2005 Bonds prior to or at the stated maturity of the 2004 Bonds or 2005 Bonds,
or for any other reason) by more than US$5 million, then as soon as practicable
following 120 days of such repayment or repurchase of the principal amount of
any 2004 Bonds or 2005 Bonds by RMC, such repayment or repurchase to be
confirmed in writing by RMC and supported by a certificate of repayment or
reduction by the relevant indenture trustee, CSR must, upon request by RMC or
RGL, procure the return to the relevant issuer or issuers (as the case may be),
for cancellation and, if needed, must accept the replacement by the same issuer
of one or more letters of credit to the extent required to ensure that the LC
Coverage Amount is reduced to the then Exposure Amount or an amount not greater
than US$5,000,000 in excess of the Exposure Amount.


 


(g)                                 Where clause 3.1(f) would apply because RMC
repays or repurchases the principal amount of any 2004 Bonds or 2005 Bonds
prior to or at the stated maturity of the 2004 Bonds or 2005 Bonds, CSR must
procure (if required by RMC or RGL) the return and, if needed, must accept the
replacement of any letter of credit under clause 3.1(f) as soon as practicable
following 120 days of such repayment or repurchase of the principal amount of
any 2004 Bonds or 2005 Bonds by RMC, as confirmed in writing by RMC and
supported by a certificate of repayment or reduction by the relevant indenture
trustee; provided that CSR shall be obligated to procure such return of any
such letter of credit under clause 3.1(f) only if CSR, acting reasonably, is
satisfied that:


 


(1)                                  RGL and RMC were each solvent at the time
such repayment or repurchase was made by RMC; and


 


(2)                                  neither RGL nor RMC will become insolvent as
a result of such repayment or repurchase having been made.


 


(h)                                 Where a letter of credit is to be replaced in
accordance with clause 3.1(e) or clause 3.1(f) or cancelled in accordance with
clauses 3.1(f) and 3.1(g), CSR must procure the return of the relevant letter
of credit to the relevant issuer and if required by RGL or RMC provide that
issuer with a completed confirmation of release in respect of that letter of
credit substantially in the form of schedule 2 or such other form of release as
may be agreed between RMC, RGL, CSR and the issuer, providing that, where a
replacement letter of credit is required to be issued under clause 3.1(e),
3.1(f) or 3.1(g), CSR receives such replacement prior to or simultaneously upon
the return of the relevant letter of credit and the issue by CSR of the
confirmation of release (where required).


 


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(i)                                     RMC must reimburse CSR for any costs or
expenses reasonably incurred in connection with the cancellation or replacement
of a letter of credit under either clause 3.1(e), 3.1(f) or 3.1(g).


 


(j)                                     Receipt of payment by CSR in relation to a
Claim or Liability under a letter of credit satisfies or reduces (as the case
may be) the obligations of RMC and RGL to CSR in relation to the Claim or
Liability under this deed but only to the extent of the amount of such payment
under such letter of credit.


 


(k)                                  CSR must take reasonable steps to minimise
any Liability or Claim for which it is to be indemnified or reimbursed by RMC
or RGL under this deed provided that CSR will not be obliged by this clause to
take any steps which in CSR’s opinion (acting reasonably):


 


(1)                                  may materially and adversely affect its
business or financial position; or,


 


(2)                                  expose
CSR to any Claims or Liabilities for which it would not be indemnified by RMC,
provided that CSR must provide RMC with a reasonable opportunity to agree to
indemnify CSR for such Claims and Liabilities.


 


3.2                               Demands


 


(a)                                  If CSR pays, suffers, incurs or is
liable for any Indemnified Moneys, RMC must within 3 Business Days of receiving
a demand from CSR, pay to CSR those Indemnified Moneys in
the same manner as those Indemnified Moneys are or were required to be paid by
CSR and, at CSR’s election:


 


(1)                                in the same currency as those Indemnified Moneys are or were
required to be paid by CSR; or


 


(2)                                where the Indemnified Moneys are or were required to be paid by CSR
in a currency other than Australian dollars, in the amount of Australian
dollars that is equal to:


 


(A)                           where the
Indemnified Moneys have already been paid by CSR, the amount paid in Australian
dollars by CSR to purchase the relevant currency to pay the Indemnified Moneys;
or


 


(B)                             where the
Indemnified Moneys have not yet been paid by CSR, the amount that is required
to be paid in Australian dollars by CSR to purchase the relevant currency to
pay the Indemnified Moneys on the date that the Indemnified Moneys are required
to be paid by CSR (Due Date), based on the spot rate of
exchange for the relevant currency for value on the Due Date as determined by
CSR in accordance with its normal practice.


 


(b)                                 A demand made by CSR under clause 3.2(a) in
relation to any Indemnified Moneys may be made at any time and from time to
time after CSR pays, suffers, incurs or becomes liable for those Indemnified
Moneys. For the avoidance of doubt, RGL and RMC acknowledge and agree that it
is not necessary for CSR to actually pay any amount or incur any cost or
expense in relation to any Indemnified Moneys in order for CSR to make a demand
under this clause 3.2(b) for the amount of the relevant Indemnified Moneys
provided that CSR reasonably believes that a claim for such amount has been or
will be made on it under a Bond Guarantee or that such cost or expense has been
or will be incurred by it.


 


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(c)                                  It is not necessary for CSR to make a demand
under this clause 3.2 before making a demand under a letter of credit issued in
accordance with clause 3.1:


 


(i)                                     provided that CSR has received a written
claim for payment or incurred an actual liability (provided such liability need
not have been paid by CSR) in relation to the Bond Guarantees; or


 


(ii)                                  in the event of any bankruptcy, insolvency or
liquidation of RMC or RGL and notwithstanding that no such claims may have been
made or liability actually incurred at the time of such demand or demands by
CSR, provided that CSR reasonably believes that a claim for such amount has
been or will be made on it under a Bond Guarantee or that such liability will
be actually incurred.


 


Where
paragraph (ii) above applies, CSR may make a demand under any or all of the
letters of credit and, acting reasonably, apply any or all of such amounts in
satisfaction of any Claims made or to be made under the Bond Guarantees.


 


(d)                                 If:


 


(i)                                     CSR does not in fact suffer, pay, incur or
become liable for the Indemnified Moneys referred to in clauses 3.2(b) or
3.2(c)(ii); or


 


(ii)                                  a demand is made by CSR under a letter of
credit in relation to the Indemnified Moneys which has been satisfied by RMC or
RGL,


 


CSR
must as soon as reasonably practicable refund the relevant payment made to it
by RMC or RGL or the issuer of the letter of credit (as the case may be) on
account of such Indemnified Moneys to such account as RMC or RGL may reasonably
specify less any amount actually incurred by CSR for which it has not been
reimbursed.


 


3.3                               Continuing indemnity


 


This clause 3 is a continuing obligation of RMC, despite:


 


(a)                                  any settlement of account; or


 


(b)                                 the occurrence of any other thing,


 


and remains in full
force and effect until all the Indemnified Moneys have been finally paid in
full.


 


4.                                      Guarantee


 


4.1                              Guarantee


 


RGL hereby unconditionally and irrevocably guarantees
to CSR the due and punctual payment by RMC of the Indemnified Moneys when and
as the same shall become due and payable, in accordance with the terms of this
deed.


 


4.2                               Payment and Obligation


 


(a)                                  If the Indemnified Moneys are not
paid when due, RGL must immediately pay the Indemnified Moneys in the same
manner and currency as the Indemnified Moneys are required to be paid.


 


12

















 


(b)                                 RGL
agrees that its obligations under clause 4.1 and clause 4.2(a) shall be as if
it were a principal debtor and not merely a surety, and shall be absolute and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of this deed, any failure to enforce the provisions of any
waiver, modification or indulgence granted to RMC with respect thereto, by CSR
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor.


 


(c)                                    RGL waives diligence,
presentment, demand of payment, filing of claims with a court in the event of merger
or bankruptcy of RMC, any right to require a proceeding first against RMC or
any other conditions and covenants that its guarantee under this deed will not
be discharged with respect to RMC’s obligations under this deed until RMC has
discharged all of its obligations under this deed.


 


4.3                               Amount of Secured Moneys


 


(a)                                 This clause 4 applies to any amount which
forms part of the Indemnified Moneys from time to time.


 


(b)                                 The obligations of RGL under this
clause 4 extend to any increase in the Indemnified Moneys as a result of
the occurrence of anything.


 


4.4                               Proof


 


In the event of the
liquidation of RMC, RGL authorises CSR to prove for all money which CSR has
paid or is or is actually or contingently liable to pay under the Bond
Guarantees or otherwise in respect of the Indemnified Moneys for which it has
not otherwise been reimbursed.


 


4.5                               Avoidance of payments


 


(a)                                 If any payment or other transaction relating to
or affecting the payment of the Indemnified Moneys is:


 


(1)                                 void, voidable or unenforceable in whole or
in part because of illegality or legal disability on the part of RMC or RGL; or


 


(2)                                 claimed
to be void, voidable or unenforceable on account of illegality or legal
disability on the part of RMC or RGL and that claim is upheld, conceded or compromised
in whole or in part,


 


the liability of RGL under this clause 4 is the same as if:


 


(3)                                 that payment or transaction (or the void,
voidable or unenforceable part of it); and


 


(4)                                 any release, settlement or discharge made in
reliance on any thing referred to in clause 4.5(3),


 


had not been made.


 


(b)                                 Clause 4.5(a) applies whether or not RGL
knew, or ought to have known, of anything referred to in clause 4.5(a).


 


4.6                               Non-exercise of Guarantors’ rights


 


RGL Guarantor must
not exercise any rights it may have inconsistent with this clause 4.


 


13

















 


4.7                               Unconditional nature of obligations


 


(a)                                 The obligations of RGL under clause 4.1 are not
released or discharged or otherwise affected by anything which but for this
provision might have that effect, including without limiting the generality of
the foregoing:


 


(1)                                 the grant to RMC or RGL of any time,
waiver, covenant not to sue or other indulgence;


 


(2)                                 the release (including a release as
part of any novation) or discharge of RMC or RGL;


 


(3)                                 the cessation of the obligations, in
whole or in part, of RMC under this deed or any other document or agreement;


 


(4)                                 the liquidation of RMC or RGL;


 


(5)                                 any arrangement, composition or
compromise entered into by RMC or RGL, CSR or any other person;


 


(6)                                 this deed or any other document or
agreement being in whole or in part illegal, void, voidable, avoided,
unenforceable or otherwise of limited force or effect;


 


(7)                                 any extinguishment, failure, loss,
release, discharge, abandonment, impairment, compounding, composition or
compromise, in whole or in part of this deed or any other document or
agreement;


 


(8)                                 any collateral security being given
to CSR by any other person;


 


(9)                                 any moratorium;


 


(10)                           CSR exercising or enforcing, delaying
or refraining from exercising or enforcing, or being not entitled or unable to
exercise or enforce any right under this deed;


 


(11)                           CSR obtaining a judgment against RMC
for the payment of any of the Indemnified Moneys;


 


(12)                           any payment to CSR including any
payment which at the payment date or at any time after the payment date is in
whole or in part illegal, void, voidable, avoided or unenforceable;


 


(13)                           any failure to give effective notice
to RMC or RGL or any other person of any default under this deed or any other
document or agreement;


 


(14)                           any legal limitation, disability or
incapacity of RMC;


 


(15)                           any Indemnified Moneys being
irrecoverable for any reason;


 


(16)                           any disclaimer by RMC of this deed
or any other document or agreement;


 


(17)                           any assignment or other dealing by
CSR with any rights under this deed or any other document or agreement;


 


(18)                           the receipt by CSR of any dividend,
distribution or other payment in respect of any liquidation.


 


(b)                                Clause 4.7(a) applies irrespective of:


 


(1)                                 the consent or knowledge or lack of
consent or knowledge, of RMC or RGL or any other person of any event described
in clause 4.7(a); or


 


(2)                                 any rule of law or equity to the
contrary.


 


14

















 


4.8                               No competition


 


RGL shall be subrogated to all rights of CSR against
RMC in respect of any amounts paid to CSR pursuant to the provisions of its
guarantee under this deed; provided,
however, that RGL shall not be entitled to enforce, or to receive
any payments arising out of or based upon, such right of subrogation until all
obligations of RMC under this deed have been fully and finally discharged in
accordance with the terms of this deed.


 


4.9                               Continuing guarantee


 


This clause 4
is a continuing obligation of RGL, despite:


 


(a)                                 any settlement of account; or


 


(b)                                 the occurrence of any other thing,


 


and remains in full
force and effect until all the Indemnified Moneys have been paid in full.


 


5                                         Information


 


5.1                               RGL
and RMC information


 


RGL
and RMC must:


 


(a)                                  within one Business Day after committing any
default in payment of principal, premium (if any) or any other amount other
than interest under or in respect of the 2004 Bonds or the 2005 Bonds;


 


(b)                                 within five Business Day after committing any
default in payment of interest under or in respect of the 2004 Bonds or the
2005 Bonds; or


 


(c)                                  upon becoming aware of circumstances which do
or might reasonably give rise to an event of default under the 2004 Bonds or
the 2005 Bonds (without regard to any period of grace or requirement of notice
provided for in the relevant Indenture for the 2004 Bonds or the 2005 Bonds),


 


give
CSR notice in writing of such continuing default, and must promptly provide CSR
with such other information concerning the default that CSR reasonably requests
provided that where RGL or RMC (as the case may be) notifies CSR that the
provision of such information will, in the reasonable opinion of RGL or RMC (as
the case may be), result in the breach of a confidentiality obligation or a
legal obligation, then RGL or RMC (as the case may be) will not be obliged to
provide such information unless the parties can come to an arrangement pursuant
to which the information can be provided without resulting in a breach,
including but not limited to:


 


(a)                                  CSR providing an undertaking as to
confidentiality; or


 


(b)                                 CSR providing an undertaking as to the
permitted use of such information .


 


5.2                               CSR
information


 


CSR
must, within one Business Day of receiving or suffering any demand or other
Liability under or in respect of the 2004 Bond Guarantee or 2005 Bond Guarantee
(other than a demand brought or made by RGL or RMC), give each of RGL and RMC
notice in writing of such demand, and must promptly  provide RGL and RMC with such other
information concerning the demand that RGL or RMC reasonably requests provided
that where CSR notifies RGL and RMC that the provision of such information
will, in the reasonable


 


15

















 


opinion
of CSR, result in the breach of a confidentiality obligation or a legal
obligation, then CSR will not be obliged to provide such information unless the
parties can come to an arrangement pursuant to which the information can be
provided without resulting in a breach, including but not limited to:


 


(a)                                  RGL and RMC providing an undertaking as to
confidentiality; or


 


(b)                                RGL and RMC providing an undertaking as to the permitted use of such
information.


 


6                                         Payments


 


6.1                               Manner
of payment


 


All
payments to CSR under this deed must be made:


 


(a)                                  in same day funds;


 


(b)                                 in the relevant currency;


 


(c)                                  not later than 11.00 am (New York City time
(in the case of US dollars)) or, where payment is to be made in dollars on
account of costs or expenses comprised in the Indemnified Moneys and incurred
in dollars, no later 11.00 am (Sydney time) on the due date for payment under
this deed; and


 


(d)                                 to such account in New York City or Sydney
(as the case may be) specified by CSR from time to time,


 


or
in such other manner as the parties agree from time to time.


 


6.2                               No
withholding or deduction


 


(a)                                  All payments which RGL or RMC are required to
make under this deed must be made without any deduction or withholding for any
Tax or any other amount, unless, and without limiting the operation of clause
6.2(b), RGL or RMC is required to make a deduction or withholding by applicable
law.


 


(b)                                 If:


 


(1)                                  RGL or RMC is required to make a deduction or
withholding in respect of any Tax (other than an Excluded Tax) from any payment
it is required to make under this deed; or


 


(2)                                  CSR acting reasonably is required to pay any
Tax (other than an Excluded Tax) in respect of any payment made by RGL or RMC
under this deed,


 


then
RGL or RMC (as the case may be) must:


 


(3)                                  indemnify CSR against that Tax (unless it has
already been indemnified for that amount by a payment under another provision
of this deed); and


 


(4)                                  must pay to CSR an additional amount which
CSR reasonably determines to be necessary to ensure that CSR receives when due
a net amount (after payment of any Tax (other than an Excluded Tax) in respect of
each additional amount) that is equal to the full amount it would have received
had a deduction or withholding or payment of that Tax not been made.


 


16

















 


(c)                                  If RGL or RMC is required to make a deduction
or withholding in respect of Tax (other than an Excluded Tax) from any payment
to be made by it under this deed, then:


 


(1)                                  RGL or RMC (as the case may be) must pay the
amount deducted or withheld to the appropriate Government Agency as required by
applicable law; and


 


(2)                                  RGL or RMC (as the case may be) must use its
best endeavours to obtain official receipts or other documentation from that
Government Agency and, within 10 Business Days after receipt, RGL must deliver
them to CSR.


 


6.3                               Avoidance
of payments


 


If
any payment by RGL or RMC to CSR under this deed is at any time avoided for any
reason including, but not limited to, any legal limitation, disability,
incapacity, insolvency or bankruptcy of or affecting RGL or RMC or any other
thing, and whether or not:


 


(a)                                  any transaction relating to the amount owing
by RGL or RMC was illegal, void or substantially avoided; or


 


(b)                                 any thing was or ought to have been within
the knowledge of CSR,


 


RGL
and RMC each :


 


(c)                                  acknowledge for itself that any liability of
RGL or RMC and any right or remedy of CSR under this deed, is not discharged or
satisfied and is the same as if that payment had not been made; and


 


(d)                                 as an additional, separate and independent
obligation, severally indemnify CSR against loss suffered resulting from that
avoided payment.


 


7                                         General


 


7.1                               Notices


 


(a)                                  Any notice or other communication including,
but not limited to, any request, demand, consent or approval, to or by a party
to this deed:


 


(1)                                  must be in legible writing and in English
addressed as shown below:


 


(A)                              if to CSR:


 


	
  Address:

  	
   

  	
  Level
  1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9
  Help Street Chatswood NSW 2067

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  The
  Company Secretary

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  +61
  2 9235 8055; and

  



 


(B)                                if to RGL (on or before 30 April 2003):


 


	
  Address:

  	
   

  	
  Level
  6

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9
  Help Street Chatswood
  NSW 2067

  



 


17

















 


	
  Attention:

  	
   

  	
  The
  Company Secretary

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  +612
  9235 8055,

  



 


(C)                                if to RGL (after 30 April 2003):


 


	
  Address:

  	
   

  	
  Level
  8 Tower B

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  799
  Pacific Highway Chatswood NSW 2067

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  The
  Company Secretary

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  +61
  2 9412 6666,

  



 


(D)                               if to RMC:


 


	
  Address:

  	
   

  	
  1501
  Belvedere Road West Palm Beach Florida 33406, USA

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  +1
  (561) 820 8330,

  



 


or
as specified to the sender by any party by notice;


 


(2)                                  must be signed by the sender (if a natural
person) or an officer or under the common seal of the sender (if a
corporation);


 


(3)                                  is regarded as being given by the sender and
received by the addressee:


 


(A)                              if by delivery in person, when delivered to
the addressee at such address;


 


(B)                                if by facsimile transmission, on receipt by the sender of a
transmission report confirming the correct number of pages as having been
transmitted,


 


but
if the delivery or receipt is on a day which is not a Business Day or is after
5.00 p.m. (addressee’s time) it is regarded as received at 9.00 am on the
following Business Day: and


 


(4)                                  can be relied upon by the addressee and the
addressee is not liable to any other person for any consequences of that
reliance if the addressee believes it to be genuine, correct and authorised by
the sender.


 


(b)                                 In this clause 6.1, a reference to an
addressee includes a reference to an addressee’s officers, agents or employees
or any person reasonably believed by the sender to be an officer, agent or
employee of the addressee.


 


7.2                               Governing
law and jurisdiction


 


(a)                                  This deed is governed by the laws of New
South Wales, Australia.


 


(b)                                 Each of the parties irrevocably submits to
the non-exclusive jurisdiction of the courts of New South Wales, Australia.


 


18

















 


(c)                                  RMC irrevocably authorises and appoints RGL
at its address for notices under this deed or such other person resident in New
South Wales as RMC may by notice to CSR substitute, as its agent for service of
process in relation to proceedings in the courts of New South Wales in
connection with this deed.


 


7.3                               Prohibition
and enforceability


 


(a)                                  Any provision of, or the application of any
provision of, this deed or any right, power, authority, discretion or remedy
which is prohibited in any jurisdiction is, in that jurisdiction, ineffective
only to the extent of that prohibition.


 


(b)                                 Any provision of, or the application of any
provision of, this deed which is void, illegal or unenforceable in any
jurisdiction does not affect the validity, legality or enforceability of that
provision in any other jurisdiction or of the remaining provisions in that or
any other jurisdiction.


 


(c)                                  Where any clause of this deed is void,
illegal or unenforceable, it may be severed without affecting the legality,
validity and enforceability of the other provisions in this deed.


 


7.4                               Waivers


 


(a)                                  Waiver of any right arising from a breach of
this deed or of any right, power, authority, discretion or remedy arising upon
default under this deed must be in writing and signed by the party granting the
waiver.


 


(b)                                 A failure or delay in exercise, or partial
exercise, of:


 


(1)                                  a right arising from a breach of this deed;
or


 


(2)                                  a right, power, authority, discretion or
remedy created or arising upon default under this deed,


 


does
not result in a waiver of that right, power, authority, discretion or remedy.


 


(c)                                  A party is not entitled to rely on a delay in
the exercise or non-exercise of a right, power, authority, discretion or remedy
arising from a breach of this deed or on a default under this deed as
constituting a waiver of that right, power, authority, discretion or remedy.


 


(d)                                 A party may not rely on any conduct of
another party as a defence to exercise of a right, power, authority, discretion
or remedy by that other party.


 


(e)                                  This clause may not itself be waived except
by writing.


 


7.5                               Variation


 


A
variation of any term of this deed must be in writing and signed by the
parties.


 


7.6                               Costs
and expenses


 


Each
party must pay its own legal costs and expenses in relation to the negotiation,
preparation, completion and stamping of this deed.


 


19

















 


7.7                               Cumulative
rights


 


The
rights, powers, authorities, discretions and remedies arising out of or under
this deed are cumulative and do not exclude any other right, power, authority,
discretion or remedy of a party to it.


 


7.8                               Assignment


 


Rights
arising out of or under this deed cannot be assigned, novated or otherwise
transferred by a party without the prior written consent of each other party.


 


7.9                               Further
assurances


 


Notwithstanding
any other clause of this deed, each party must promptly do all things and
execute and deliver all further documents necessary to give full effect to this
deed, including, negotiating in good faith with respect to any matters
requested by any of the parties to this deed.


 


7.10                        Entire
agreement


 


This
deed supersedes all previous agreements in relation to its subject matter and embodies
the entire agreement between the parties.


 


7.11                        Counterparts


 


(a)                                  This deed may be executed in any number of
counterparts.


 


(b)                                 All counterparts, taken together, constitute
one instrument.


 


(c)                                  A party may execute this deed by signing any
counterpart.


 


7.12                        To
the extent not excluded by law


 


The
rights, duties and remedies granted or imposed under the provisions of this
deed operate to the extent not excluded by law.


 


7.13                        Attorneys


 


Each of the attorneys
executing this deed states that the attorney has no notice of the revocation of
the power of attorney appointing that attorney.


 


7.14                        Expiration of obligations


 


The obligations of each
of the parties under this deed shall expire and cease to be of any further
effect, and no party shall have any liability to any other party under this
deed, upon the later to occur of:


 


(a)                                 the
date falling 120 days after the date that the indenture pursuant to which the
2004 Bonds were issued has been satisfied and discharged in accordance with the
terms of that Indenture;


 


(b)                                the
date falling 120 days after the indenture pursuant to which the 2005 Bonds were
issued has been satisfied and discharged in accordance with the terms of that
Indenture; and


 


(c)                                 the
date that any and all amounts due and owing to CSR in respect of any
Indemnified Moneys (including, for the avoidance of doubt, any amounts due and


 


20

















 


owing to CSR under clause
6.2 of this deed) for which a claim has been made prior to the later of the
dates in paragraphs (a) and (b) above, have been paid in full to CSR by or on
behalf of RMC or RGL pursuant to and in accordance with the terms of this deed.


 


21

















 


Schedule 1 - Form of letter
of credit


 


[Date]


 


	
  To:

  	
   

  	
  CSR
  Limited

  
	
   

  	
   

  	
  Level
  2, 9 Help Street

  
	
   

  
	
   

  	
   

  	
  Chatswood
  NSW 2067 AUSTRALIA

  
	
   

  
	
   

  
	
  We
  [name] (“Lender”) issue an irrevocable Letter of Credit as follows:

  
	
   

  
	
  Rinker Materials Corporation Irrevocable

  
	
   

  
	
  Standby Letter of Credit No.
  [          ] Dated
  [        ]

  



 


(Letter
of Credit)


 


	
  Account Party:

  	
   

  	
  Rinker
  Materials Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beneficiary:

  	
   

  	
  CSR
  Limited (ABN 90 000 001 276)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum Liability:

  	
   

  	
  US$[                  ]
  (as may be reduced from time to time by payment(s) made by the Lender under
  this Letter of Credit)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expiry Date:

  	
   

  	
  [insert
  expiry date] [i.e. 29 June 2004 in respect of the 2004 Bonds and 12
  November 2005 in respect of the 2005 Bonds.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Available
  at:

  	
   

  	
  [insert
  Letter of Credit Address] (the Letter of Credit Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payable
  at:

  	
   

  	
  Sight

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enfaced:

  	
   

  	
  Drawn
  under Irrevocable Standby Letter of Credit No. [ ] dated

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issued
  in connection with:

  	
   

  	
  Bond
  guarantee indemnity deed dated
  [        ] March 2003 between
  the Beneficiary, the Account Party and Rinker Group Limited (“Indemnity
  Deed”)

  



 


To
claim under this Letter of Credit, the following items must be delivered to the
Lender at the Letter of Credit Address stated above on a day when banks are
open for banking business in the place of the Letter of Credit Address) on or
before the Expiry Date:


 


(a)                                            a demand for payment by the Lender under this
Letter of Credit; and


 


(b)                                           a certificate signed by any two of a
director, attorney, secretary or other authorised officer of the Beneficiary or
under the seal of the Beneficiary which must:


 


(i)                                             state that the demand by the Beneficiary is
given under Irrevocable Standby Letter of Credit No. [insert] dated [insert];
and


 


(ii)                                           state that:


 


(A)                                        the Beneficiary has received a written claim
for payment or incurred an actual liability in relation to the Bond Guarantees
that are the subject of the Indemnity Deed; or


 


(B)                                          the Beneficiary is entitled to make the
demand under clause 3.2(c)(ii) of the Indemnity Deed; and


 


22

















 


(iii)                                        where paragraph (b)(ii)(A) above applies:


 


(A)                                        state the amount of the claim or liability
which has not been paid (“Default Sum”); and


 


(B)                                          request the Lender to pay to the Beneficiary
the Default Sum or the Maximum Liability (whichever is the lesser) to the US$
account nominated in writing in the certificate; and


 


(C)                                          state that the aggregate of all amounts
claimed under this Letter of Credit and any other Letters of Credit issued in
favour of the Beneficiary pursuant to the Indemnity Deed in connection with the
Default Sum does not exceed the Default Sum;


 


(iv)                                        where paragraph (b)(ii)(B) applies, request
the Lender to pay to the Beneficiary the Maximum Liability to the US$ account
nominated in writing in the certificate.


 


For
the avoidance of doubt, there is no obligation on the Lender to verify the
validity or justification of the demand or the amounts claimed under the
demand.


 


If
the Beneficiary requires same day value on the date of presentation, the items
must be delivered by 12 noon (in the place of the Letter of Credit
Address).  For the avoidance of doubt,
if the date of presentation is not a day on which banks are open for banking
business in the place where payment is to be made to the nominated US$ account,
payment shall be made on the next succeeding day on which banks are so open in
that place.


 


The
Maximum Liability under this Letter of Credit automatically reduces by the
amount of all payments made by the Lender under it.


 


This
Letter of Credit will expire on the Expiry Date and claims, if any, must be
made and received by the Lender at the Letter of Credit Address on or before
5pm (Sydney time) on the Expiry Date. Thereafter this Letter of Credit shall
automatically become null and void at the Expiry Date or earlier if returned to
the Lender for cancellation.


 


The
Beneficiary may not assign or transfer any of its rights or obligations under
this Letter of Credit No. [ ].


 


This
Letter of Credit is subject to the Uniform Customs and Practice for Documentary
Credits (1993 Revision) International Chamber of Commerce Publication No. 500,
or any subsequent revision of it.


 


 


The
Lender engages with the Beneficiary that a demand made under and in compliance
with the terms of this Letter of Credit will be honoured in accordance with its
terms.


 


 


For
and on behalf of [Lender]


 


 


Name
of Authorised Officer


 


23

















 


Schedule 2 - Form of release


 


[Date]


 


	
  To:

  	
  [insert
  Lender]

  
	
   

  	
  [insert
  Lender Address]

  
	
   

  	
   

  
	
  Copy
  to:

  	
  [Letter
  of Credit Address]

  
	
   

  	
   

  
	
  From:

  	
  CSR
  Limited

  
	
   

  	
  Level
  6

  
	
   

  	
  9
  Help Street

  
	
   

  	
  Chatswood
  NSW 2067

  
	
   

  	
  AUSTRALIA

  
	
   

  	
   

  
	
  Copy
  to:

  	
  Rinker
  Materials Corporation

  
	
   

  	
  1501
  Belvedere Road

  
	
   

  	
  West
  Palm Beach

  
	
   

  	
  Florida
  33406, USA

  



 


	
   

  	
   

  	
   

  
	
  Copy
  to:

  	
  Rinker
  Group Limited

  	
   

  
	
   

  	
  on or before 30 April 2003:

  	
  or after 30 April 2003:

  
	
   

  	
  Level
  6

  	
  Level
  8, Tower B

  
	
   

  	
  9
  Help Street

  	
  Citadel
  Towers

  
	
   

  	
  Chatswood
  NSW 2067

  	
  799
  Pacific Highway

  
	
   

  	
  AUSTRALIA

  	
  Chatswood
  NSW 2067

  
	
   

  	
   

  	
  AUSTRALIA

  



 


 


Rinker Materials Corporation


 


Irrevocable Standby Letter of Credit No. [   ]


 


Dated [       ]


 


We
give notice to the Lender that we as Beneficiary under the Letter of Credit:


 


(a)                                  return the enclosed Letter of Credit to the
Lender; and


 


(b)                                 release the Lender from all liability under
the Letter of Credit on and from the date on which this notice is received by
the Lender.


 


 


Yours
faithfully


 


24

















 


	
   

  	
   

  	
   

  	
   

  
	
  Attorney
  / Director / Secretary / Authorised

  Officer of the Beneficiary

  	
  Attorney
  / Director / Secretary / Authorised

  Officer of the Beneficiary

  



 


25

















 


Schedule 3 - List of RMC’s
current letter of credit facility providers


 


•                                           ABN AMRO
Bank N.V.


 


•                                           Australia
& New Zealand Banking Group Limited


 


•                                           Bank One
N.A.


 


•                                           BNP Paribus


 


•                                           Credit
Suisse First Boston


 


•                                           National
Australia Bank Limited


 


26

















 


Executed as deed:


 


Executed as a deed:


 


	
  Signed sealed and delivered for
CSR Limited by its attorneys in the

  presence of:

  	
   

  	
  CSR Limited by its Attorneys who

  respectively state that at the date of their

  execution hereof they have had no notice of the

  revocation of the Power of Attorney dated 9

  September 1999 registered number 229 book

  4253 under the authority of which they have

  executed this instrument

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ C. J. Bertuch

  	
   

  	
   

  	
  /s/ G. F. Pettigrew

  	
   

  
	
  Witness

  	
   

  	
  Attorney

  
	
   

  	
   

  	
   

  
	
  C. J. Bertuch

  	
   

  	
   

  	
  G. F. Pettigrew

  	
   

  
	
  Name (Please print)

  	
   

  	
  Name (please print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ A. B. Carlton

  	
   

  
	
   

  	
   

  	
  Attorney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A. B. Carlton

  	
   

  
	
   

  	
   

  	
  Name (please print)

  



 


	
  Signed sealed and delivered for
Rinker Materials Corporation by

  its duly authorized signatories in the

  presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ D. F. Miller

  	
   

  	
   

  	
  /s/ T. G. Burmeister

  	
   

  
	
  Witness

  	
   

  	
  Authorised signatory

  
	
   

  	
   

  	
   

  
	
  D. F. Miller

  	
   

  	
   

  	
  T. G. Burmeister

  	
   

  
	
  Name of Witness

  	
   

  	
  Authorised signatory

  



 


 


27

















 


 


	
  Signed sealed and delivered for
Rinker Group Limited by its

  Attorneys

  	
   

  	
  Rinker Group Limited by its Attorneys who

  respectively state that at the date of their

  execution hereof they have had no notice of the

  revocation of the Power of Attorney dated

                            
  under the authority of which

  they have executed this instrument

  
	
   

  	
   

  
	
  and

  	
   

  
	
   

  	
   

  
	
  in
  my presence as:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ R. G. McIlwraith

  	
   

  	
   

  	
  /s/ P. B. Abraham

  	
   

  
	
  Witness

  	
   

  	
  Attorney

  
	
   

  	
   

  	
   

  
	
  R. G. McIlwraith

  	
   

  	
   

  	
  /s/ F. B. Gill

  	
   

  
	
  Name (Please print)

  	
   

  	
  Attorney

  



 


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