Exhibit 4.1


 


Demerger Deed


 


CSR Limited
ABN 90 000 001 276


 


Rinker Group Limited

ABN 53 003 433 118


 


and


 


Readymix Holdings Pty Limited
ABN 87 099 732 297


 


 


 





 


 


MLC Centre Martin Place Sydney New South Wales 2000 Australia

Telephone 61 2 9225 5000  Facsimile 61 2
9322 4000

www.freehills.com  DX 361 Sydney


 


SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY
SINGAPORE

Correspondent Offices JAKARTA KUALA LUMPUR


 


Liability limited by the Solicitors’ Limitation of Liability Scheme,
approved under the Professional Standards Act 1994 (NSW)


 


Reference AGK:TPM


 

















 


Table of contents


 


	
  Clause

  
	
   

  
	
  1

  	
  Interpretation

  
	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions in this deed

  
	
   

  	
  1.2

  	
  Interpretation

  
	
   

  	
  1.3

  	
  Beneficial interest

  
	
   

  	
  1.4

  	
  Bar to pleading

  
	
   

  	
  1.5

  	
  Precedence of documents

  
	
   

  	
  1.6

  	
  Accounting Separation

  
	
   

  	
   

  
	
  2

  	
  Condition Precedent

  
	
   

  	
   

  
	
  3

  	
  Demerger Principle

  
	
   

  	
   

  
	
   

  	
  3.1

  	
  Demerger Principle

  
	
   

  	
  3.2

  	
  Application of Demerger Principle

  
	
   

  	
  3.3

  	
  Indemnity by RGL - Demerger Principle

  
	
   

  	
  3.4

  	
  Indemnity by CSR - Demerger Principle

  
	
   

  	
  3.5

  	
  Demerger Costs

  
	
   

  	
  3.6

  	
  Liability relating to the Scheme
  Booklet etc.

  
	
   

  	
  3.7

  	
  Composition of RGL Board and
  conduct of affairs of RGL

  
	
   

  	
  3.8

  	
  “Readymix properties” to be
  retained by CSR

  
	
   

  	
   

  	
   

  
	
  4

  	
  General Warranties by RGL

  
	
   

  	
   

  
	
   

  	
  4.1

  	
  General Acknowledgement,
  Warranties and Release by RGL Group

  
	
   

  	
  4.2

  	
  Further Acknowledgement,
  Warranties and Release by RGL Group

  
	
   

  	
  4.3

  	
  No reliance by RGL

  
	
   

  	
  4.4

  	
  Indemnity by RGL – Actions contrary to this
  clause 4

  
	
   

  	
  4.5

  	
  Indemnity by RGL

  
	
   

  	
   

  	
   

  
	
  5

  	
  General Warranties by CSR

  
	
   

  	
   

  
	
   

  	
  5.1

  	
  General Acknowledgement,
  Warranties and Release by CSR Group

  
	
   

  	
  5.2

  	
  Further Acknowledgement,
  Warranties and Release by CSR Group

  
	
   

  	
  5.3

  	
  No reliance by CSR

  
	
   

  	
  5.4

  	
  Indemnity by CSR – Actions
  contrary to clause 5

  
	
   

  	
  5.5

  	
  Indemnity by CSR

  
	
   

  	
   

  	
   

  
	
  6

  	
  Internal Restructure and
  exclusions from this deed

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Internal Restructure

  
	
   

  	
  6.2

  	
  Contracts

  
	
   

  	
  6.3

  	
  Indemnity by RGL – breach of
  agreements

  
	
   

  	
  6.4

  	
  Indemnity by CSR – breach of
  agreements

  
	
   

  	
  6.5

  	
  Exclusions from this deed

  
	
   

  	
   

  	
   

  
	
  7

  	
  RGL assets - Transfers after
  Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Notice of transfer - CSR to RGL

  
	
   

  	
  7.2

  	
  Transfer of assets - CSR to RGL

  
	
   

  	
  7.3

  	
  Future arrangements for assets

  



 

















 


	
  8

  	
  CSR assets - Transfers after
  Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Notice of transfer - RGL to CSR

  
	
   

  	
  8.2

  	
  Transfer of assets - RGL to CSR

  
	
   

  	
  8.3

  	
  Future arrangements for assets

  
	
   

  	
   

  	
   

  
	
  9

  	
  RGL Contracts and Shared
  Contracts - Transfers after the Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Notice regarding Contracts and
  Shared Contracts

  
	
   

  	
  9.2

  	
  Dealing with Contracts
  identified later

  
	
   

  	
  9.3

  	
  Future Arrangements for Contracts

  
	
   

  	
   

  	
   

  
	
  10

  	
  CSR Contracts and Shared
  Contracts - Transfers after the Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Notice regarding Contracts and Shared
  Contracts

  
	
   

  	
  10.2

  	
  Dealing with Contracts
  identified later

  
	
   

  	
  10.3

  	
  Future Arrangements for Contracts

  
	
   

  	
   

  	
   

  
	
  11

  	
  RGL Group Liabilities

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Acceptance of Liabilities

  
	
   

  	
  11.2

  	
  RGL Indemnity

  
	
   

  	
   

  	
   

  
	
  12

  	
  CSR Group Liabilities

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Acceptance of Liabilities

  
	
   

  	
  12.2

  	
  CSR Indemnity

  
	
   

  	
   

  	
   

  
	
  13

  	
  Indemnities and Claims management

  
	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  General

  
	
   

  	
  13.2

  	
  Indemnity

  
	
   

  	
  13.3

  	
  Indemnities and assumptions net
  of insurance

  
	
   

  	
  13.4

  	
  Notification of Claim

  
	
   

  	
  13.5

  	
  Insurance Claim

  
	
   

  	
  13.6

  	
  Responsibility for Claims

  
	
   

  	
  13.7

  	
  Conduct of Claims – Responsible
  Party

  
	
   

  	
  13.8

  	
  Conduct of Claims – Other Party

  
	
   

  	
  13.9

  	
  Settlements and compromises

  
	
   

  	
  13.10

  	
  Excluded Claims

  
	
   

  	
  13.11

  	
  US litigation

  
	
   

  	
  13.12

  	
  Loan

  
	
   

  	
  13.13

  	
  Payment of indemnities

  
	
   

  	
  13.14

  	
  Purchase Price Reduction and
  Gross up for Indemnities

  
	
   

  	
   

  	
   

  
	
  14

  	
  Insurance

  
	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  General

  
	
   

  	
  14.2

  	
  D&O Insurance

  
	
   

  	
  14.3

  	
  Future Assistance

  
	
   

  	
   

  	
   

  
	
  15

  	
  Guarantees and Financial support

  
	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  Guarantees and financial support
  in favour of the RGL Group

  
	
   

  	
  15.2

  	
  Exceptions

  
	
   

  	
  15.3

  	
  Guarantees and financial support
  in favour of the CSR Group

  
	
   

  	
  15.4

  	
  Exceptions

  



 

















 


	
   

  	
  15.5

  	
  Encumbrances

  
	
   

  	
   

  
	
  16

  	
  Statutory Licences

  
	
   

  	
   

  	
   

  
	
   

  	
  16.1

  	
  Statutory Licences - General

  
	
   

  	
  16.2

  	
  Release by RGL

  
	
   

  	
  16.3

  	
  Release by CSR

  
	
   

  	
   

  	
   

  
	
  17

  	
  Tax

  
	
   

  	
   

  	
   

  
	
   

  	
  17.1

  	
  General

  
	
   

  	
  17.2

  	
  Tax assistance

  
	
   

  	
   

  	
   

  
	
  18

  	
  Tax Claims

  
	
   

  	
   

  	
   

  
	
   

  	
  18.1

  	
  Indemnity by CSR for Tax Claims

  
	
   

  	
  18.2

  	
  Indemnity by RGL for Tax Claims

  
	
   

  	
  18.3

  	
  Limitation of CSR indemnity

  
	
   

  	
  18.4

  	
  Limitation of RGL indemnity

  
	
   

  	
  18.5

  	
  Notice

  
	
   

  	
  18.6

  	
  Obligation to act

  
	
   

  	
  18.7

  	
  Refunds etc.

  
	
   

  	
  18.8

  	
  Expert

  
	
   

  	
   

  	
   

  
	
  19

  	
  Business Records

  
	
   

  	
   

  	
   

  
	
   

  	
  19.1

  	
  Retention by RGL - General

  
	
   

  	
  19.2

  	
  Indemnity and release by RGL -
  Business Records

  
	
   

  	
  19.3

  	
  Retention by CSR

  
	
   

  	
  19.4

  	
  Indemnity and release by CSR -
  Business Records

  
	
   

  	
  19.5

  	
  Privileged records

  
	
   

  	
   

  	
   

  
	
  20

  	
  GST

  
	
   

  	
   

  	
   

  
	
   

  	
  20.1

  	
  Interpretation

  
	
   

  	
  20.2

  	
  GST payable

  
	
   

  	
  20.3

  	
  Tax Invoices

  
	
   

  	
  20.4

  	
  Reimbursements and similar payments

  
	
   

  	
  20.5

  	
  Clawback of GST

  
	
   

  	
   

  	
   

  
	
  21

  	
  Confidentiality

  
	
   

  	
   

  	
   

  
	
   

  	
  21.1

  	
  No obligation to provide
  Confidential Information

  
	
   

  	
  21.2

  	
  CSR’s Confidential Information

  
	
   

  	
  21.3

  	
  RGL’s Confidential Information

  
	
   

  	
  21.4

  	
  Return of Confidential Information

  
	
   

  	
   

  	
   

  
	
  22

  	
  Dispute Resolution

  
	
   

  	
   

  	
   

  
	
  23

  	
  General

  
	
   

  	
   

  
	
   

  	
  23.1

  	
  Notices

  
	
   

  	
  23.2

  	
  Representations and warranties

  
	
   

  	
  23.3

  	
  Reliance on representations

  
	
   

  	
  23.4

  	
  Governing law and jurisdiction

  
	
   

  	
  23.5

  	
  Prohibition and enforceability

  



 

















 


	
   

  	
  23.6

  	
  Waivers

  
	
   

  	
  23.7

  	
  Variation

  
	
   

  	
  23.8

  	
  Costs and expenses

  
	
   

  	
  23.9

  	
  Cumulative rights

  
	
   

  	
  23.10

  	
  Assignment

  
	
   

  	
  23.11

  	
  Further assurances

  
	
   

  	
  23.12

  	
  Entire agreement

  
	
   

  	
  23.13

  	
  Counterparts

  
	
   

  	
  23.14

  	
  To the extent not excluded by law

  
	
   

  	
  23.15

  	
  Attorneys

  
	
   

  
	
  Schedule 1 - Internal
  Restructure Documents

  
	
   

  
	
  Schedule 2 – Former Businesses

  
	
   

  
	
  Schedule 3 – Demerger Costs

  
	
   

  
	
  Schedule 4 – “Readymix
  properties” to be retained by CSR

  



 

















 


This Demerger 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                                        Readymix
Holdings Pty Limited

ABN 87 099 732 297

of Level 4, 9 Help Street, Chatswood NSW 2067

(RHPL)


 


Recitals


 


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


 


B.                                    Rinker Materials
Corporation, a RGL Group Member, has at all relevant times owned the US RGL
Businesses. The CSR Group, pursuant to the Internal Restructure Documents and
the Transaction Documents, has transferred, or will transfer, the Non-US RGL
Businesses from CSR Group Members to RGL Group Members.


 


C.                                    The RGL Group has
through the Internal Restructure Documents and the Transaction Documents
transferred some companies that own some of the CSR Businesses to CSR Group
Members.


 


D.                                   Subject to approval
of the Scheme, CSR intends to demerge RGL as an independent publicly listed
company with its initial shareholders (and their proportionate shareholdings)
being substantially the same as the shareholders (and their proportions held)
in CSR.


 


E.                                     CSR and RGL have
entered into this deed to facilitate the orderly separation of RGL from CSR and
RGL’s emergence as an independently owned publicly listed company in accordance
with the Demerger Principle.


 


F.                                     RHPL is an RGL
Group Member.


 


This deed witnesses


 


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


 


1

















 


Demerger Deed


 


1                                         Interpretation


 


1.1                               Definitions in
this deed


 


In this deed:


 


1997 Tax Act means
the Income Tax Assessment Act 1997 (Cth).


 


ASIC means the
Australian Securities and Investments Commission.


 


Assets
means assets (including Contracts, Intellectual Property and freehold
property), joint venture and partnership interests and shares, transferred, or
to be transferred, to RGL Group Members under the Internal Restructure
Documents or pursuant to this deed.


 


ASX means Australian
Stock Exchange Limited.


 


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 or prerogative power.


 


Beneficiary means a
CSR Beneficiary or a RGL Beneficiary as applicable.


 


Bond
Guarantees means:


 


(a)                                 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 US$200,000,000 6.875% Notes due
1 March 2004 in respect of, amongst other things, all payments of principal,
premium and interest on such notes, as evidenced by CSR’s execution of its
notation of guarantee on such notes; and


 


(b)                                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 US$250,000,000 6.875% Notes due
21 July 2005 in respect of, amongst other things, all payments of principal,
premium and interest on such notes, as evidenced by CSR’s execution of its
notation of guarantee on such notes.


 


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


 


Capital
Reduction has the same meaning as in the Scheme.


 


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.


 


2

















 


Confidential
Information means confidential information, trade
secrets, know-how, scientific, technical, product, market or pricing
information relating to the RGL Group or the CSR Group other than Excluded
Information;


 


Contracts means the
contracts and commitments entered into by a CSR Group Member or a RGL Group
Member before the Effective Date including contracts or commitments of, in the
nature of, or relating to:


 


(a)                                 the purchase or sale
of goods or services (including customer contracts, supplier contracts, agency
agreements);


 


(b)                                the sale or purchase of
assets, shares or land;


 


(c)                                 master lease
agreements and underlying leases and equipment leases;


 


(d)                                agreements to lease and
leases relating to land;


 


(e)                                 partnership, joint
venture or collaboration agreements and shareholder agreements;


 


(f)                                   confidentiality or
non-disclosure agreements;


 


(g)                                deeds of termination,
release or waiver;


 


(h)                                options; or


 


(i)                                    licences.


 


Corporations Act
means the Corporations Act 2001 (Cth).


 


CSR Adviser means
each of the following:


 


(a)                                 ABN AMRO Corporate
Finance Australia Limited;


 


(b)                                Credit Suisse First
Boston Australia Limited;


 


(c)                                 Freehills;


 


(d)                                Sullivan & Cromwell;


 


(e)                                 Ernst & Young


 


(f)                                   Henry Davis York;
and


 


(g)                                Ausgroup Consulting,


 


and their Representatives, each only in their capacity as an adviser to
CSR in relation to the Demerger.


 


CSR Beneficiary means a CSR Group Member and any of
their Representatives (solely in that capacity and not, for the avoidance of
doubt, in their capacity as a Representative of a RGL Group Member).


 


CSR Businesses means
the businesses, operations and activities to be carried on by CSR Group Members
after the Demerger as summarised in the Scheme Booklet and the assets and
Liabilities in relation to those businesses, operations or activities.


 


CSR
Demerger Costs means those classes of costs specified
in part 1 of schedule 3 which relate to the CSR Group ceasing to carry on the
Non-US RGL Businesses and the costs specified in part 2 of schedule 3.


 


CSR Group means CSR
and its Subsidiaries, other than RGL Group Members, from time to time (each a CSR Group
Member).


 


3

















 


CSR
Information means all information concerning the CSR
Businesses and the Former CSR Businesses.


 


CSR Prosecution
means a prosecution brought by a Government Agency against CSR or a CSR Group
Member under any Law.


 


CSR
Tax Claim means a notice of assessment or an amended or
deemed assessment (including a notice of adjustment of a loss), demand or other
document, or Claim made by or on behalf of any Government Agency which relates
to a transaction entered into by, or an act or omission of, or occurrence in
respect of the RGL Businesses, a RGL Group Member or the Former RGL Businesses
as a result of which any CSR Group Member is or becomes liable to make a
payment for Tax, or is deprived of any credit, rebate, refund, relief,
allowance or deduction.


 


CSR Tax Liability means
a Liability in respect of a CSR Tax Claim.


 


Demerger has the
same meaning as in the Scheme.


 


Demerger Date has
the same meaning as in the Scheme.


 


Demerger
Dividend has the same meaning as in the Scheme.


 


Demerger Principle
means the underlying principles of the Demerger described in clauses 3.1 and
3.8.


 


Directors and Officers Insurance means the directors and officers insurance
coverage taken out by CSR and in effect at the date of this deed comprising the
following policies:


 


(a)                                 policy number 93285524
with Chubb Insurance Company of Australia Limited;


 


(b)                                policy number 86896
with American Home Insurance Company;


 


(c)                                 policy number 93285281
with Chubb Insurance Company of Australia Limited; and


 


(d)                                policy number 86897
with American Home Insurance Company,


 


or any extension of such policies or any replacement or run-off policy
taken out by CSR for any of them.


 


Effective has the
same meaning as in the Scheme.


 


Effective Date has
the same meaning as in the Scheme.


 


Encumbrance
includes an interest or power:


 


(a)                                 reserved in or over an
interest in any asset including any retention of title; or


 


(b)                                created or otherwise
arising in or over any interest in any asset under a bill of sale, mortgage,
charge, lien, pledge, trust or power,


 


by way of, or having similar commercial effect to, security for the
payment of a debt, any other monetary obligation or the performance of any
other obligation and includes any agreement to grant or create any of the
above.


 


End Date means 18
months after the Demerger Date.


 


Excluded Agreements has the meaning set out in clause 6.5


 


4

















 


Excluded Claim means
each of the matters set out in clause 13.10.


 


Excluded Information
means information:


 


(a)                                 which is in or becomes
part of the public domain other than through breach of this deed or an
obligation of confidence owed to the provider of the information;


 


(b)                                which the recipient of
the information acquires from a source other than:


 


(1)                                 where the recipient is
a CSR Group Member, from a RGL Group Member, Representative of a RGL Group
Member or a RGL Adviser; and


 


(2)                                 where the recipient is
a RGL Group Member, from a CSR Group Member, Representative of a CSR Group
Member or a CSR Adviser,


 


where such source is entitled to disclose it;
or


 


(c)                                 which is or has been independently developed
by an employee of the recipient who has no knowledge of the disclosure by the
disclosing party (as shown by appropriate records).


 


External
Administrator means a liquidator, provisional
liquidator, 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.


 


Former CSR Businesses means any company, business or
asset (excluding the Non-US RGL Businesses) which, but for its disposal or
closure by the CSR Group prior to the Effective Date, is more likely than not
to have formed part of the CSR Businesses and not the RGL Businesses after the
Demerger, having regard to:


 


(a)                                 the nature of the activities
conducted or purpose for which it was conducted or used; and


 


(b)                                the treatment of the profits of the
business in the relevant management accounts,


 


and includes the companies,
businesses and assets listed in part 1 of schedule 2.


 


Former RGL Businesses means any company, business or
asset (excluding the Non-US RGL Businesses) which, but for its disposal or
closure by the CSR Group prior to the Effective Date, is more likely than not
to have formed part of the RGL Businesses and not the CSR Businesses after the
Demerger, having regard to:


 


(a)                                 the nature of the activities
conducted or purpose for which it was conducted or used; and


 


(b)                                the treatment of the profits of the
business in the relevant management accounts,


 


and includes the companies,
businesses and assets listed in part 2 of schedule 2.


 


Group
means the CSR Group or RGL Group as applicable.


 


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


 


5

















 


GST
means the goods and services tax levied under the GST
Act and includes any replacement or subsequent similar tax.


 


GST
Act means A New Tax System (Goods and Services Tax)
Act 1999 (Cth);


 


Intellectual
Property means
the statutory and other legally enforceable proprietary rights, including but
not limited to trade marks, patents, designs, copyright, circuit layouts,
confidential information, trade secrets and all other intellectual property
rights as defined in Article 2 of the Convention establishing the World
Intellectual Property Organisation, dated 14 July 1967, as amended from time to
time.


 


Internal
Restructure means the transfer of:


 


(a)                                 the Non–US RGL
Businesses from CSR Group Members to RGL Group Members; and


 


(b)                                some parts of the CSR
Businesses from RGL Group Members to CSR Group Members,


 


pursuant to the Internal Restructure Documents and other Transaction
Documents.


 


Internal
Restructure Documents means each of the documents
specified in schedule 1 and any agreements amending those documents and any
agreements between CSR Group Members and RGL Group Members entered into or to
be entered into pursuant to an agreement referred to in schedule 1.


 


Law
includes all legislation, delegated legislation, by-laws or ordinances.


 


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, other financial
accommodation, guarantee or indemnity;


 


(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,


 


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 the above.


 


Listing means the
inclusion of RGL on the official list of ASX.


 


Listing
Memorandum means
the information memorandum provided to ASX under paragraphs 108 to 119 of
Appendix 1A of the ASX Listing Rules in connection with the Listing.


 


6

















 


Listing
Warranty means the warranty, given by RGL in clause 4 of Part 3 of the
application for Listing, that the information and documents provided to ASX for
the purposes of the application for Listing are and will be true and complete.


 


Litigation
payment means any payment or other monetary benefit
received under any judgement, order, settlement or other compromise of or in
relation to the New Jersey litigation, including any monetary payments to be
paid in the future pursuant to a declaratory judgment by the court.


 


Marketing
Material means
any advertisements, circulars, presentation packs and any other document
distributed or published in connection with the Demerger (including any
associated refinancing) and includes
any oral presentation or meetings held in connection with the Demerger
(including any associated refinancing).


 


New
Jersey litigation means the action commenced by CSR
and Rinker Materials Corporation that is pending in the United States District
Court for the District of New Jersey, styled CSR Ltd v. Federal Ins. Co. et al., CV No,
95-2947, and the action commenced by ACE Insurance Ltd. and certain others that
is pending in the Commercial Division of the Supreme Court of New South Wales,
Australia, styled, CIGNA Insurance
Australia Ltd. v CSR Ltd, et al., No.50133 of 1995, including
all claims, defences, counter-claims, cross-claims, and appeals asserted by any
party to the actions.


 


New
Jersey litigation costs means all costs and
disbursements (including attorney’s fees), actually paid or incurred (including
under an indemnity) by each CSR Group Member and each RGL Group Member in
prosecuting the New Jersey litigation.


 


Non-US
RGL Businesses means the RGL Businesses excluding the
US RGL Businesses.


 


PLDC
means Penrith Lakes Development Corporation Limited ABN 46 000 133 951.


 


Prosecution
means either a CSR Prosecution or a RGL Prosecution (as applicable).


 


Related
Body Corporate has the same meaning as in the
Corporations Act.


 


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.


 


release when used as
a noun, means, in relation to a matter, a full, final, unqualified and
unconditional waiver, release, discharge, acquittance and satisfaction of, and
bar to, any proceeding or right to relief for or in relation to that matter,
and when used as a verb means to waive, release, discharge, acquit and accept
as satisfaction of, and as a bar to, any proceeding or right to relief for or
in relation to that matter, in each case fully, finally and unconditionally and
without any qualification.


 


Representative of a
person includes a director, employee, partner or officer of that person, or (in
relation to CSR or RGL) a contractor who is a former employee of CSR or who
provides services to CSR treasury, but excludes:


 


(a)                                 a person’s auditor;


 


7

















 


(b)                                CSR Advisers in
relation to CSR; and


 


(c)                                 RGL Advisers in
relation to RGL.


 


RGL
Adviser means Mallesons Stephen Jaques and its
Representatives each only in their capacity as an adviser to RGL in relation to
the Demerger.


 


RGL Beneficiary means a RGL Group Member and any of
their Representatives (solely in that capacity and not, for the avoidance of
doubt, in their capacity as a Representative of a CSR Group Member).


 


RGL Businesses means
the businesses, operations and activities to be carried on by RGL Group Members
after the Demerger as summarised in the Scheme Booklet and the assets
(including the Assets) and Liabilities (including the RGL Liabilities) in
relation to those businesses, operations or activities.


 


RGL
Demerger Costs means those classes of costs specified
in part 3 of schedule 3 which relate to the raising of equity in RHPL in
relation to the Demerger and the costs specified in part 4 of schedule 3.


 


RGL Group means RGL
and its Subsidiaries from time to time (each a RGL Group Member).


 


RGL
Information means all information concerning the RGL
Businesses and the Former RGL Businesses.


 


RGL Liabilities
means Liabilities assigned to or assumed by, or purported to be assigned to or
assumed by, a RGL Group Member, under an Internal Restructure Document.


 


RGL Prosecution
means a prosecution brought by a Government Agency against a RGL Group Member
under any Law.


 


RGL
Tax Claim means a notice of assessment or an amended
or deemed assessment (including a notice of adjustment of a loss), demand or
other document, or Claim made by or on behalf of any Government Agency in
respect of:


 


(a)                                 a transaction entered
into by, or an act or omission of, or occurrence in respect of the CSR
Businesses, a CSR Group Member or a Former CSR Businesses; or


 


(b)                                a failure by CSR to pay
Tax which it is liable to pay pursuant to the GST Act in relation to the period
prior to the Effective Date within the required time for payment,


 


as a result of which any RGL Group Member is or becomes liable to make
a payment for Tax, or is deprived of any credit, rebate, refund, relief,
allowance or deduction.


 


RGL Tax Liability means
a Liability in respect of a RGL Tax Claim.


 


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(1)(a) of the Corporations Act explaining the Demerger and
containing the explanatory statement in relation to the Scheme.


 


8

















 


Shared Contract
means a Contract, that relates partly to a RGL Business and partly to a CSR
Business to which a CSR Group Member or RGL Group Member is a party, but
excludes a contract which is only between one or more CSR Group Members on the
one hand and one or more RGL Group Members on the other.


 


Statutory Licence
means a licence, consent, approval, permit, authorisation, certificate of
registration, agreement or other concession issued by a Government Agency which
is required, obtained or entered into in relation to (as applicable) the RGL
Businesses for the purposes of conducting the RGL Businesses or the CSR
Businesses for the purposes of conducting the CSR Businesses.


 


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.


 


Tax
Claim means a CSR Tax Claim or a RGL Tax Claim, as
applicable.


 


Third Party means a
person other than a CSR Group Member or a RGL Group Member.


 


Third Party Claim
means a Claim brought by a Third Party.


 


Third Party Consent
means a consent given by a Third Party and includes waivers or consents in
relation to changes in control, the Capital Reduction, or a disposal of assets
or shares in relation to the Internal Restructure, Scheme or Demerger.


 


Transaction Documents
means each of:


 


(a)                                 this deed;


 


(b)                                the Internal
Restructure Documents;


 


(c)                                 the Transition and
Shared Services Agreement,


 


and any other agreements that CSR and RGL agree in writing should be
included as Transaction Documents before the Demerger Date.


 


Transition and Shared Services Agreement
means the agreement of that name executed on or about the date of this deed.


 


US asbestos litigation has the meaning set out in clause 13.11(b).


 


US RGL Businesses
means the businesses, operations and activities carried on by Rinker Materials
Corporation and its Subsidiaries and the assets and Liabilities in relation to
(and entities carrying on) those businesses, operations or activities.


 


9

















 


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)                                 other parts of speech
and grammatical forms of a word or phrase defined in this agreement have a
corresponding meaning;


 


(4)                                 an expression
importing a natural person includes any company, partnership, joint venture,
association, corporation or other body corporate and any Government Agency;


 


(5)                                 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;


 


(6)                                 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;


 


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


 


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


 


(9)                                 a reference to
anything (including businesses, assets, a group or any amount) is a reference
to the whole and each part of it


 


(10)                           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;


 


(11)                           if more than one person is identified as a group, that expression
refers to them, and the obligations of the group under this deed bind them, jointly and
severally;


 


(12)                           a covenant or agreement on
the part of two or more persons binds them jointly and severally;


 


(13)                           “in relation to” includes arising, directly or indirectly, in
whole or in part, in relation to, in relation to, in connection with, as a
consequence of, or which would not have arisen but for;


 


(14)                           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;


 


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


 


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


 


10

















 


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


 


(18)                           a reference to a body other
than a party to this deed (including an institute, association or authority)
whether statutory or not which ceases to exist or whose powers or functions are
transferred to another body, is a reference to the body which replaces it or
which substantially succeeds to its powers or functions.


 


(b)                                In this deed, unless
otherwise expressly stated, “including” means “including but not limited to”
and “include” and “includes” have corresponding meanings.


 


(c)                                 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.


 


1.3                               Beneficial interest


 


The parties
acknowledge and agree that:


 


(a)                                 CSR enters into and
obtains the benefit of this deed on behalf of itself and as trustee for each
CSR Beneficiary and CSR Adviser;


 


(b)                                where this deed obliges
or purports to oblige any CSR Beneficiary to act or to refrain from acting or
otherwise specifies or purports to specify the rights and obligations of any
CSR Beneficiary, CSR will procure that the CSR Beneficiary acts or refrains
from acting in accordance with this deed and otherwise complies with its rights
and obligations under this deed;


 


(c)                                 any CSR Beneficiary
and CSR Adviser may enforce any promise, right (including right of
indemnification), representation, warranty and release that is given to or made
in favour of or for the benefit of, a CSR Beneficiary or a CSR Adviser (as
applicable) or may require CSR to enforce the same on behalf of a CSR
Beneficiary or a CSR Adviser (as applicable);


 


(d)                                RGL enters into and
obtains the benefit of this deed on behalf of itself and as trustee for each
RGL Beneficiary and RGL Adviser;


 


(e)                                 where this deed
obliges or purports to oblige any RGL Beneficiary to act or to refrain from
acting or otherwise specifies or purports to specify the rights and obligations
of any RGL Beneficiary, RGL will procure that the RGL Beneficiary acts or
refrains from acting in accordance with this deed and otherwise complies with
its rights and obligations under this deed; and


 


(f)                                   any RGL Beneficiary
or RGL Adviser may enforce any promise, right (including right of
indemnification), representation, warranty and release that is given to or made
in favour of or for the benefit of, a RGL Beneficiary or a RGL Adviser (as
applicable) or may require RGL to enforce the same on behalf of a RGL
Beneficiary or a RGL Adviser (as applicable).


 


1.4                               Bar to pleading


 


(a)                                 Each RGL Beneficiary
agrees that each CSR Beneficiary may plead this deed in bar of any Claim made
by or on behalf of a RGL Beneficiary against any CSR Beneficiary which is
inconsistent with this deed.


 


11

















 


(b)                                Each CSR Beneficiary
agrees that each RGL Beneficiary may plead this deed in bar of any Claim made
by or on behalf of a CSR Beneficiary against any RGL Beneficiary which is
inconsistent with this deed.


 


1.5                               Precedence of
documents


 


Subject to any
express provision to the contrary, to the extent of any inconsistency between:


 


(a)                                 any provision of this
deed (except for this clause 1.5 and clauses 3, 13.3, 15, 16 and 19) and any
other Transaction Document, the provision of the Transaction Document prevails;
and


 


(b)                                any provision of a
Transaction Document and another Transaction Document, the Transaction Document
dealing with a specific issue prevails.


 


1.6                               Accounting
Separation


 


Provided the Effective Date is on or before 1 May 2003, CSR and RGL
agree that with effect from 1 April 2003, or such other date as CSR and RGL
agree (where possible such other date will be the last month end preceding the
Demerger Date):


 


(a)                                 CSR will account for
the CSR Businesses and CSR Group Members only; and


 


(b)                                RGL will account for
the RGL Businesses and RGL Group Members only.


 


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                                         Demerger Principle


 


3.1                               Demerger Principle


 


On and from the Effective Date:


 


(a)                                 the RGL Group, and not
the CSR Group, will have the entire economic benefit, commercial risk and
(subject to clause 13.3) Liabilities of the RGL Businesses and the Former RGL
Businesses, as if the RGL Group had owned and operated the RGL Businesses and
the Former RGL Businesses, at all times (and for the avoidance of doubt as if
no CSR Group Member had owned or operated the Non-US RGL Businesses or the
Former RGL Businesses at any time);


 


12

















 


(b)                                the CSR Group, and not
the RGL Group, will have the entire economic benefit, commercial risk and
(subject to clause 13.3) Liabilities of the CSR Businesses and the Former CSR
Businesses, as if the CSR Group had owned and operated the CSR Businesses and
the Former CSR Businesses, at all times (and, for the avoidance of doubt, as if
no RGL Group Member had owned or operated any of the CSR Businesses or Former
CSR Businesses at any time);


 


(c)                                 no RGL Group Member
will have any rights (including any right to make a Claim for loss or damage in
relation to the Scheme, the Capital Reduction, the Demerger Dividend, the
Internal Restructure or any Transaction Document) against, or obligations to,
CSR or any CSR Beneficiary; and


 


(d)                                no CSR Group Member
will have any rights (including any right to make a Claim for loss or damage in
relation to the Scheme, the Capital Reduction, the Demerger Dividend, the
Internal Restructure or any Transaction Document) against, or obligations to,
RGL or any RGL Beneficiary,


 


except those rights or obligations expressly contained in or conferred
by this deed, the other Transaction Documents or any other agreement entered
into between a CSR Group Member on the one hand and a RGL Group Member on the
other hand:


 


(a)                                 after the date of this
deed;


 


(b)                                before the date of this
deed only to the extent that the agreement relates to the supply of goods or
services by Australian Cement Holdings Pty Ltd.


 


3.2                               Application
of Demerger Principle


 


Subject to any
express provision to the contrary in this deed, subsequent clauses in this deed
and clauses in the Transaction Documents reflect, and are intended to give effect
to, the Demerger Principle. To the extent that there is any ambiguity in those
more specific clauses, they are to be interpreted to give best effect to the
Demerger Principle.


 


3.3                               Indemnity
by RGL - Demerger Principle


 


Subject to any
express provision to the contrary in this deed, RGL indemnifies CSR and each
CSR Beneficiary against all Claims and Liabilities incurred by CSR and each CSR
Beneficiary in relation to any Claim brought by a RGL Group Member contrary to
the Demerger Principle.


 


3.4                               Indemnity
by CSR - Demerger Principle


 


Subject to any
express provision to the contrary in this deed, CSR indemnifies RGL and each
RGL Beneficiary against all Claims and Liabilities incurred by RGL and each RGL
Beneficiary in relation to any Claim brought by a CSR Group Member contrary to
the Demerger Principle.


 


3.5                               Demerger Costs


 


(a)                                 CSR is responsible
for, and indemnifies RGL and each RGL Beneficiary against, all CSR Demerger
Costs.


 


13

















 


(b)                                RGL is responsible for
the RGL Demerger Costs. RGL will procure that a RGL Group Member will pay the
RGL Demerger Costs. RGL indemnifies CSR and each CSR Beneficiary against all
RGL Demerger Costs.


 


(c)                                 CSR and RGL will,
acting reasonably, determine which of the costs associated with the Demerger
and which come within the classes of costs listed in parts 1 and 3 of schedule
3 are the responsibility of:


 


(1)                                 CSR as costs which
relate to the CSR Group ceasing to carry on the Non-US RGL Businesses; and


 


(2)                                 RGL or an RGL Group
Member as costs which relate to the raising of equity in RGL or RHPL in
relation to the Demerger.


 


(d)                                In the financial year
in which the Demerger becomes Effective, CSR and the appropriate RGL Group
Members will each raise accruals and provisions as appropriate for the demerger
costs for which they are responsible.


 


3.6                               Liability
relating to the Scheme Booklet etc.


 


(a)                                 Subject to clause
13.3, CSR agrees to indemnify and keep indemnified, RGL and each RGL
Beneficiary against Liabilities incurred by RGL and each RGL Beneficiary
arising from, or in connection with, any Claim made against RGL or a RGL
Beneficiary arising from, or in connection with, any failure of the:


 


(1)                                 Scheme Booklet;


 


(2)                                 Listing Memorandum; or


 


(3)                                 Marketing Material,


 


to comply with any applicable legal
requirement (including the Listing Rules of ASX) but only to the extent that
the failure is caused by acts or omissions concerning, or arises in relation
to, CSR Information and except to the extent that the failure is or was the
result of any conduct, act or omission of RGL or any RGL Beneficiary involving
fraud, wilful misconduct or bad faith.


 


(b)                                Subject to clause 13.3,
RGL agrees to indemnify and keep indemnified, CSR and each CSR Beneficiary
against Liabilities incurred by CSR and each CSR Beneficiary arising from, or
in connection with, any Claim (including any claim made by any director of RGL
pursuant to any indemnity agreement between that director and CSR) made against
CSR or a CSR Beneficiary arising from, or in connection with, any failure of
the:


 


(1)                                 Scheme Booklet;


 


(2)                                 Listing Memorandum; or


 


(3)                                 Marketing Material,


 


to comply with any applicable legal
requirement (including the Listing Rules of ASX) but only to the extent that
the failure is caused by acts or omissions concerning, or arises in relation
to, RGL Information and except to the extent that the failure is or was the
result of any conduct, act or omission of CSR or any CSR Beneficiary involving
fraud, wilful misconduct or bad faith.


 


14

















 


3.7                               Composition
of RGL Board and conduct of affairs of RGL


 


CSR undertakes to RGL that it will not, on or after the Effective Date
and until the Demerger Date, exercise any right as a member of RGL to:


 


(a)                                 appoint or remove any
director of RGL nor will it take any step prior to the Effective Date the
effect of which would be to appoint or remove a director of RGL on or after the
Effective Date; or


 


(b)                                convene, or permit to
be held, any meeting of members of RGL without the approval of the board of
directors of RGL as that board is constituted on the Effective Date.


 


3.8                               “Readymix
properties” to be retained by CSR


 


(a)                                 Notwithstanding
anything else in this deed other than clause 3.8(c), the CSR Group will own and
have the entire economic benefit, commercial risk and (subject to clause 13.3)
Liabilities (including environmental contamination) arising from or running
with the land described in Schedule 4.


 


(b)                                For the avoidance of
doubt, in accordance with the Demerger Principle, the RGL Group will have the
entire economic benefit, commercial risk and Liabilities of any quarrying or
other business previously conducted at the properties described in Schedule 4
as a Former RGL Business except to the extent:


 


(1)                                 it arises from or runs
with the land described in Schedule 4; or


 


(2)                                 set out in clause
13.3.


 


4                                         General
Warranties by RGL


 


4.1                               General
Acknowledgement, Warranties
and Release by RGL Group


 


Having regard to the Demerger Principle, RGL and each RGL Group Member
agrees with, acknowledges and warrants to CSR and each CSR Beneficiary that it:


 


(a)                                 will have no right to
make any Claim against CSR or any CSR Beneficiary; and


 


(b)                                irrevocably and
unconditionally releases CSR and each CSR Beneficiary from any Liability,


 


in relation to:


 


(c)                                 the Internal
Restructure or the transfer of the ownership of and responsibility for any of
the RGL Businesses to any RGL Group Member;


 


(d)                                the transfer of the
ownership of and responsibility for any of the CSR Businesses to any CSR Group
Member;


 


(e)                                 the Scheme, Demerger
Dividend and Capital Reduction; or


 


(f)                                   the operation of any
of the RGL Businesses prior to the Effective Date,


 


except as expressly provided for or conferred
in, or in relation to a breach of, a Transaction Document.


 


15

















 


4.2                               Further
Acknowledgement, Warranties
and Release by RGL Group


 


To the extent not excluded by law and without limiting the generality
of clause 4.1 but subject to clause 3.6, each RGL Group Member expressly:


 


(a)                                 acknowledges and
warrants to CSR and each CSR Beneficiary that this deed excludes any right they
will have to make any Claim against CSR or any CSR Beneficiary; and


 


(b)                                irrevocably and
unconditionally releases CSR and each CSR Beneficiary from any Liability, that
arises or was incurred,


 


in relation to section 52 of the Trade Practices Act (1974), section 42
of the Fair Trading Act (1987) (NSW), the comparable clauses in each of the
Fair Trading Acts in the various Australian States and Territories, section
1041H of the Corporations Act, comparable clauses in the Corporations Act and
the Australian Securities and Investments Commission Act (2001) (Cth) and
comparable clauses and provisions in other legislation or delegated legislation
in any other jurisdiction anywhere in the world, in relation to the Scheme,
Capital Reduction, Demerger Dividend, Internal Restructure or a Transaction
Document.


 


4.3                               No reliance by RGL


 


Subject to the terms of any Transaction Document, each RGL Group Member
acknowledges and warrants in favour of CSR and each CSR Beneficiary that, in
entering into each Transaction Document, it has not relied upon and will not
rely upon any representation or warranty that is expressed or implied, written,
oral, collateral and, to the extent not excluded by law, statutory or otherwise
(including under Part 5 of the Trade Practices Act 1974, the Fair Trading
Acts of the various Australian States and Territories, the Corporations Act or
comparable clauses and provisions in other legislation or delegated legislation
in any other jurisdiction anywhere in the world) as to any of the CSR
Businesses, the RGL Businesses or as to the prospects of the CSR Group, any CSR
Group Member, the RGL Group or any RGL Group Member.


 


4.4                               Indemnity by RGL –
Actions contrary to this
clause 4


 


RGL indemnifies CSR and each CSR Beneficiary against all Claims and
Liabilities suffered or incurred by CSR and each CSR Beneficiary in relation to
any Claim brought by a RGL Beneficiary contrary to the provisions of this
clause 4.


 


4.5                               Indemnity by RGL


 


(a)                                 Subject to clause
4.5(b), RGL indemnifies each CSR Adviser against all Claims and Liabilities
suffered or incurred by a CSR Adviser in relation to any Claim brought against
the CSR Adviser by a RGL Beneficiary arising from, or in connection with, the
Demerger.


 


(b)                                The indemnity in clause
4.5(a) shall not apply to liabilities arising from any written opinion from the
CSR Adviser expressly addressed to a RGL Beneficiary or upon which the CSR
Adviser has authorised in writing a RGL Beneficiary to rely.


 


(c)                                 Nothing in this clause
4.5 affects the liability of a CSR Adviser to CSR under the CSR Adviser’s terms
of engagement with CSR.


 


16

















 


5                                         General
Warranties by CSR


 


5.1                               General
Acknowledgement, Warranties
and Release by CSR Group


 


Having regard to the Demerger Principle, CSR and each CSR Group Member
agrees with, acknowledges and warrants to RGL and each RGL Beneficiary that it:


 


(a)                                 will have no right to
make any Claim against RGL or any RGL Beneficiary; and


 


(b)                                irrevocably and
unconditionally releases RGL and each RGL Beneficiary from any Liability,


 


in relation to:


 


(c)                                 the Internal
Restructure or the transfer of the ownership of or responsibility for any of
the RGL Businesses to any RGL Group Member; or


 


(d)                                the transfer of the
ownership of and responsibility for any of the CSR Businesses to any CSR Group
Member;


 


(e)                                 the Scheme, the
Demerger Dividend and Capital Reduction; or


 


(f)                                   the operation of any
of the CSR Businesses prior to the Effective Date,


 


except as expressly provided for or conferred
in, or in relation to a breach of, a Transaction Document.


 


5.2                               Further
Acknowledgement, Warranties
and Release by CSR Group


 


To the extent not excluded by law, without limiting the generality of
clause 5.1 but subject to clause 3.6, each CSR Group Member expressly:


 


(a)                                 acknowledges and
warrants to RGL and each RGL Beneficiary that this deed excludes any right they
will have to make any Claim against RGL or any RGL Beneficiary; and


 


(b)                                irrevocably and unconditionally
releases RGL and each RGL Beneficiary from any Liability, that arises or was
incurred,


 


in relation to
section 52 of the Trade Practices Act (1974), section 42 of the Fair Trading
Act (1987) (NSW), the comparable clauses in each of the Fair Trading Acts in
the various Australian States and Territories, section 1041H of the
Corporations Act, comparable clauses in the Corporations Act and the Australian
Securities and Investments Commission Act (2001) (Cth) and comparable clauses
and provisions in other legislation or delegated legislation in any other
jurisdiction anywhere in the world, in relation to the Scheme, Capital
Reduction, Demerger Dividend, Internal Restructure or a Transaction Document.


 


5.3                               No reliance by CSR


 


Subject to the terms of any Transaction Document, each CSR Group Member
acknowledges and warrants in favour of RGL and each RGL Beneficiary that, in
entering into each Transaction Document, it has not relied upon and will not
rely upon any representation or warranty that is expressed or implied, written,
oral, collateral and, to the extent not excluded by law, statutory or otherwise
(including


 


17

















 


under Part 5 of the Trade Practices Act 1974, the Fair Trading
Acts of the various Australian States and Territories, the Corporations Act or
comparable clauses and provisions in other legislation or delegated legislation
in any other jurisdiction anywhere in the world) as to any of the RGL
Businesses, the CSR Businesses or as to the prospects of the RGL Group, any RGL
Group Member, the CSR Group or any CSR Group Member.


 


5.4                               Indemnity by CSR – Actions contrary to clause 5


 


CSR indemnifies RGL and each RGL Beneficiary against all Claims and
Liabilities suffered or incurred by RGL and each RGL Beneficiary in relation to
any Claim brought by CSR or a CSR Beneficiary contrary to the provisions of
this clause 5.


 


5.5                               Indemnity by CSR


 


(a)                                 Subject to clause
5.5(b), CSR indemnifies the RGL Adviser against all Claims and Liabilities
suffered or incurred by the RGL Adviser in relation to any Claim brought
against the RGL Adviser by a CSR Beneficiary arising from, or in connection
with, the Demerger.


 


(b)                                The indemnity in clause
5.5(a) shall not apply to liabilities arising from any written opinion from the
RGL Adviser expressly addressed to a CSR Beneficiary or upon which the RGL
Adviser has authorised in writing a CSR Beneficiary to rely.


 


(c)                                 Nothing in this clause
5.5 affects the liability of a RGL Adviser to RGL under the RGL Adviser’s terms
of engagement with RGL.


 


6                                         Internal
Restructure and exclusions from this deed


 


6.1                               Internal Restructure


 


The parties
acknowledge that:


 


(a)                                 the RGL Group has
been, or is to be, restructured pursuant to the Internal Restructure Documents
in accordance with the Demerger Principle with the intention that assets owned
or controlled by the CSR Group which are necessary for, or used by, the RGL
Group to operate the RGL Businesses, and (subject to clause 13.3) Liabilities
in relation to the RGL Businesses, are held by or are transferred to the
appropriate RGL Group Member or otherwise dealt with by transitional
arrangements agreed between the parties;


 


(b)                                the CSR Group has been,
or is to be, restructured pursuant to the Internal Restructure Documents in
accordance with the Demerger Principle with the intention that assets owned or
controlled by the RGL Group which are necessary for, or used by, the CSR Group
to operate the CSR Businesses, and (subject to clause 13.3) Liabilities in
relation to the CSR Businesses, are held by or have been transferred to the
appropriate CSR Group Member or otherwise dealt with by transitional
arrangements agreed between the parties;


 


18

















 


(c)                                 at the date of this
deed certain assets, businesses, Contracts and Intellectual Property may not
yet have been transferred and rights in respect of certain assets, businesses,
Contracts and Intellectual Property may not yet have been granted including
under the Internal Restructure Documents, the transfer of which, and the
granting of such, are necessary to give effect to the Internal Restructure or
the Demerger. CSR and RGL agree:


 


(1)                                 that it is their
intention that from the Effective Date each of the CSR Group and RGL Group
should be in the same position as if all such transfers and the grant of all
such rights had been completed on or before the Effective Date;


 


(2)                                 to promptly notify the
other of such assets, businesses, Contracts and Intellectual Property and to
promptly do all things, including obtaining any Third Party consents to the
transfer or grant of rights or which are required because of any change of
control, the Capital Reduction or the Demerger, and execute and deliver all
further documents necessary to give full effect to all such transfers and the
grant of all such rights including procuring that any CSR Group Member or RGL
Group Member (as applicable) do the same;


 


(3)                                 to ensure that from
the Effective Date, in accordance with the Demerger Principle, the CSR Group or
the RGL Group (as applicable) has the full benefit and risk of all assets,
businesses, Contracts and Intellectual Property referred to in clause 6.1(c)
and any rights in respect of the same necessary to give effect to the Demerger
Principle; and


 


(4)                                 the proposed
transferee of assets, businesses, Contracts and Intellectual Property referred
to in clause 6.1(c) or the proposed recipient of any rights in respect of the
same (provided the rights are being transferred in their entirety) will
(subject to clause 13.3) keep the transferor or grantor indemnified against any
Liability incurred from its continued ownership or responsibilities in respect
of any assets, businesses, Contracts and Intellectual Property referred to in
clause 6.1(c) to the extent that clause 6.1(c) contemplates that they are to be
transferred or rights are to be granted in respect of them.


 


6.2                               Contracts


 


Without
limiting the effect of clause 6.1(c), the CSR Group and the RGL Group must use
their best endeavours to:


 


(a)                                 ensure that, at the
cost of the RGL Group, from the Effective Date the RGL Group obtains the full
benefit of and all risks associated with all Contracts which in accordance with
the Demerger Principle are to be, or should be, novated or assigned to the RGL
Group;


 


(b)                                obtain, at the cost of
the RGL Group, all Third Party Consents required for the novation or assignment
of Contracts to the RGL Group referred to in clause 6.2(a) or Third Party
Consents for the same required because of any change of control, the Capital
Reduction or the Demerger;


 


19

















 


(c)                                 ensure that, at the
cost of the CSR Group, from the Effective Date the CSR Group obtains the full
benefit of and all risks associated with all Contracts, which in accordance
with the Demerger Principle are to be, or should be, novated or assigned to the
CSR Group; and


 


(d)                                obtain, at the cost of
the CSR Group, all Third Party Consents required for the novation or assignment
of Contracts to the CSR Group referred to in clause 6.2(c) or Third Party Consents
required for the same because of any change of control, the Capital Reduction
or the Demerger.


 


6.3                               Indemnity
by RGL – breach of agreements


 


Subject to clause 13.3, RGL indemnifies each CSR Group Member against
all Claims and Liabilities incurred by a CSR Group Member in relation to a
breach by a RGL Group Member of a Transaction Document, excluding the
Transition and Shared Services Agreement, provided that where any Transaction
Document limits or excludes the liability of the relevant RGL Group Member in
relation to such breach, the liability of RGL under this clause 6.3 shall also
be so limited or excluded.


 


6.4                               Indemnity
by CSR – breach of agreements


 


Subject to clause 13.3, CSR indemnifies each RGL Group Member against
all Claims and Liabilities incurred by a RGL Group Member in relation to a
breach by a CSR Group Member of a Transaction Document, excluding the
Transition and Shared Services Agreement, provided that where any Transaction
Document limits or excludes the liability of the relevant CSR Group Member in
relation to such breach, the liability of CSR under this clause 6.4 shall also
be so limited or excluded.


 


6.5                               Exclusions from
this deed


 


Notwithstanding any provision of this deed, CSR and each CSR Group
Member and RGL and each RGL Group Member acknowledge and agree that the
arrangements between each of them arising from the Internal Restructure and the
Demerger in relation to:


 


(a)                                 Bond Guarantees, the
bonds referred to in the definition of Bond Guarantees and the “Bond Guarantee
Indemnity Deed” to be entered into between CSR, RGL and Rinker Materials
Corporation on or about the date of this deed;


 


(b)                                common law or statutory
workers’ compensation claims;


 


(c)                                 the transfer of
employees from:


 


(1)                                 the CSR Group to the
RGL Group; or


 


(2)                                 the RGL Group to the
CSR Group,


 


including in relation to superannuation or any employee entitlements
whether pursuant to statute or common law or any employee incentive
arrangements;


 


(d)                                the rights or
obligations of the CSR Group Members or the RGL Group Members in relation to
superannuation, other retirement benefits or superannuation plans or schemes;
and


 


20

















 


(e)                                 PLDC, the interest of
either the RGL Group or the CSR Group in PLDC including in respect of any arrangements
dealing with profit share,


 


are dealt with in agreements separate to this deed (Excluded
Agreements) and are not subject to the provisions of this deed
except that the Demerger Principle will apply to the arrangements contemplated
by paragraphs (b) to (e) above, except to the extent that it is inconsistent
with the express terms of an Excluded Agreement.


 


7                                         RGL
assets - Transfers after Effective Date


 


7.1                               Notice of
transfer - CSR to RGL


 


If on or before the End Date a CSR Group Member or a RGL Group Member
becomes aware that an asset (excluding any asset to which a RGL Group Member
has access to, or rights in respect of, under the Transition and Shared
Services Agreement or any other specific agreement or which is an asset
expressly excluded from transfer to the RGL Group under the Internal
Restructure Documents) owned by the CSR Group that it believes forms part of,
or is required to conduct, the RGL Businesses, or that it believes formed part
of, or was required to conduct, a Former RGL Business, or in the case of
Intellectual Property, which it believes has been developed or procured for
application within the RGL Businesses or was used in relation to the RGL
Businesses, or which it believes was developed or procured for application
within a Former RGL Business or was used in relation to a Former RGL Business,
was not transferred or assigned, or appropriate rights (including a licence)
with respect to that asset were not granted, to a RGL Group Member on or before
the Effective Date, the CSR Group Member or the RGL Group Member must so notify
CSR and RGL as soon as possible thereafter and in any event prior to the End
Date.


 


7.2                               Transfer of
assets - CSR to RGL


 


(a)                                 On receipt or
provision of a notice issued under clause 7.1, CSR must promptly determine
whether to transfer, assign or grant rights (including a licence) over the
asset to the relevant RGL Group Member acting reasonably, having regard to:


 


(1)                                 the Demerger
Principle;


 


(2)                                 which business or
businesses (being any of the RGL Businesses, the CSR Businesses, a Former RGL
Business or a Former CSR Business) each asset referred to in the notice is or
was most directly connected with;


 


(3)                                 the RGL Group’s need
to have access to the asset;


 


(4)                                 the CSR Group’s need
to retain continued access to the asset for use in the CSR Businesses;


 


(5)                                 the CSR Group’s
ability to transfer, or grant rights over, the asset;


 


(6)                                 the Tax implications
for the CSR Group and the RGL Group (or any CSR Group Member or RGL Group
Member) of the transfer,


 


21

















 


assignment or
grant of rights and of the failure to transfer, assign or grant rights;


 


(7)                                 any interest which a
Third Party may have in the asset; and


 


(8)                                 any other matter which
either CSR or RGL believes on reasonable grounds to be relevant and stipulates
in writing to the other party.


 


(b)                                If CSR determines to
transfer, assign or grant rights over an asset to a RGL Group Member, after
having complied with clause 7.2(a), CSR and RGL must negotiate in good faith,
and then implement, the terms of transfer or assignment or the form of the
grant of rights having regard to:


 


(1)                                 the Demerger
Principle;


 


(2)                                 the manner in which
the asset is treated for accounting purposes (including, without limitation,
the book value of the asset) at the Effective Date;


 


(3)                                 any rights a Third
Party may have that impact upon the asset;


 


(4)                                 the Tax implications
of the manner of implementing the transfer, assignment or grant of rights;


 


(5)                                 the principle that RGL
should pay its, Third Parties’ and (subject to clause 13.3) the CSR Group’s
Liabilities in relation to the transfer, assignment or grant of rights; and


 


(6)                                 any other matter which
either CSR or RGL believes on reasonable grounds to be relevant and stipulates
in writing to the other party.


 


(c)                                 Nothing in this clause
requires CSR to act or not act in a particular way if as a consequence of so
doing, CSR would be exposed to any Claims or Liabilities for which it is not
indemnified by RGL.


 


7.3                               Future
arrangements for assets


 


No CSR Group Member or RGL Group Member may notify CSR or RGL in
accordance with clause 7.1 after the End Date. Notwithstanding this clause 7.3,
CSR must continue to comply with clause 7.2 in respect of any notification
given in accordance with clause 7.1 prior to or on the End Date.


 


8                                         CSR
assets - Transfers after Effective Date


 


8.1                               Notice of
transfer - RGL to CSR


 


If on or before the End Date a CSR Group Member or a RGL Group Member
becomes aware that an asset (excluding any asset to which a CSR Group Member
has access to, or rights in respect of, under the Transitional and Shared
Services Agreement or any other specific agreement) that it believes forms part
of, or is required to conduct, the CSR Businesses, or that it believes formed
part of, or was required to conduct, a Former CSR Business, or in the case of
Intellectual Property, which it believes has been developed or procured for
application within the CSR Businesses or was used in relation to the CSR
Businesses, or which it believes was developed or procured for application
within a Former CSR Business or was used in relation to a Former CSR Business:


 


22

















 


(a)                                 was transferred or
assigned, or rights (including a licence) with respect to that asset were
granted, to a RGL Group Member in error; or


 


(b)                                was not transferred or
assigned, or appropriate rights (including a licence) with respect to that
asset were not granted, by a RGL Group Member to a CSR Group Member,


 


on or before the Effective Date, then the RGL Group Member or the CSR
Group Member must so notify CSR and RGL as soon as possible thereafter and in
any event prior to the End Date.


 


8.2                               Transfer of
assets - RGL to CSR


 


(a)                                 On receipt or
provision of a notice under clause 8.1, RGL must promptly determine whether to
transfer or assign the asset, relinquish the rights (including a licence)
granted in relation to the asset or grant rights (including a licence) over the
asset, to the relevant CSR Group Member acting reasonably, having regard to:


 


(1)                                 the Demerger
Principle;


 


(2)                                 which business or
businesses (being any of the RGL Businesses, CSR Businesses, a Former RGL
Business or a Former CSR Business) each asset referred to in the notice is or
was most directly connected with;


 


(3)                                 the CSR Group’s need
to have access to the asset;


 


(4)                                 the RGL Group’s need
to retain continued access to the asset for use in the RGL Businesses;


 


(5)                                 the RGL Group’s
ability to transfer, or grant or relinquish rights over the asset;


 


(6)                                 the Tax implications
for the CSR Group and the RGL Group (or any CSR Group Member or RGL Group
Member) of the transfer, assignment, relinquishment or grant of rights and of
the failure to assign, transfer, relinquish or grant rights;


 


(7)                                 any interest which a
Third Party may have in the asset; and


 


(8)                                 any other matter which
either CSR or RGL believes on reasonable grounds to be relevant and stipulates
in writing to the other party.


 


(b)                                If RGL determines to
transfer or assign the asset, or grant or relinquish rights in relation to an
asset to a CSR Group Member after having complied with clause 8.2(a), RGL and
CSR must negotiate in good faith, and then implement, the terms of transfer or
assignment or the form of the grant or relinquishment of rights (including a
licence) having regard to:


 


(1)                                 the Demerger
Principle;


 


(2)                                 the manner in which
the asset is treated for accounting purposes (including the book value of the
asset) at the Effective Date;


 


(3)                                 any rights that a
Third Party may have that impact upon the asset;


 


(4)                                 the Tax implications
of the manner of implementing the transfer, assignment or grant or
relinquishment of rights;


 


23

















 


(5)                                 the principle that CSR
should pay its, Third Parties’ and (subject to clause 13.3) the RGL Group’s
Liabilities in relation to the transfer, assignment or grant or relinquishment
of rights; and


 


(6)                                 any other matter which
either CSR or RGL believes on reasonable grounds to be relevant and stipulates
in writing to the other party.


 


(c)                                 Nothing in this clause
requires RGL to act or not act in a particular way if as a consequence of so
doing, RGL would be exposed to any Claims or Liabilities for which it is not
indemnified by CSR.


 


8.3                               Future
arrangements for assets


 


No CSR Group
Member or RGL Group Member may notify CSR or RGL in accordance with clause 8.1
after the End Date. Notwithstanding this clause 8.3, RGL must continue to
comply with clause 8.2 in respect of any notification given in accordance with
clause 8.1 prior to or on the End Date.


 


9                                         RGL
Contracts and Shared Contracts - Transfers after the Effective Date


 


9.1                               Notice
regarding Contracts and Shared Contracts


 


If on or before the End Date, a CSR Group Member or a RGL Group Member
becomes aware that on or before the Effective Date:


 


(a)                                 a Contract that it
believes relates to, or is required to conduct, the RGL Businesses or which
related to, or was required to, conduct a Former RGL Business (excluding any
Contract which is a subject of an Internal Restructure Document or which is a
Contract that is expressly excluded from transfer to the RGL Group under the
Internal Restructure Documents) was not novated or assigned, or it believes
that appropriate rights with respect to such Contract were not granted, to a
RGL Group Member; or


 


(b)                                the treatment of a
Shared Contract to which a CSR Group Member is a party and no RGL Group Member
is a party was not provided for in the Transition and Shared Services
Agreement,


 


that CSR Group Member or that RGL Group Member must so notify CSR and
RGL as soon as possible thereafter and in any event prior to the End Date.


 


9.2                               Dealing
with Contracts identified later


 


(a)                                 On receipt or
provision of a notice issued under clause 9.1, CSR must promptly determine
whether to grant rights over, novate or assign to the relevant RGL Group Member
or otherwise deal with, the relevant Contract, acting reasonably having regard
to:


 


(1)                                 the Demerger
Principle;


 


(2)                                 the terms of each
Contract referred to in the notice;


 


(3)                                 which business or
businesses (being any of the RGL Businesses, CSR Businesses, a Former RGL
Business or a Former CSR


 


24

















 


Business) most directly benefits from each Contract referred to in the
notice;


 


(4)                                 the RGL Group’s need
to receive the benefit of the Contract;


 


(5)                                 the CSR Group’s need
to receive the benefit of the Contract;


 


(6)                                 the CSR Group’s need
to be relieved of its obligations under the Contract;


 


(7)                                 the manner in which
the Contract is treated for accounting purposes at the Effective Date;


 


(8)                                 the CSR Group’s
ability to deal with the Contract;


 


(9)                                 the Tax implications
for the CSR Group and the RGL Group (or any CSR Group Member or RGL Group
Member) of the grant of rights, novation or assignment and of the failure to
grant, novate or assign;


 


(10)                           any interest which a Third
Party may have in the Contract; and


 


(11)                           any other matter which
either CSR or RGL believes on reasonable grounds to be relevant and stipulates
in writing to the other party.


 


(b)                                If CSR determines to
grant rights over, novate or assign or otherwise deal with a Contract, after
having complied with clause 9.2(a), CSR and RGL must negotiate in good faith,
and then implement, the form of the grant of rights or the terms of novation or
assignment or other treatment, having regard to:


 


(1)                                 the Demerger Principle;


 


(2)                                 any rights a Third
Party may have that impact upon the Contract;


 


(3)                                 the Tax implications
of the manner of implementing the grant of rights, novation or assignment;


 


(4)                                 the principle that RGL
should pay its, Third Parties’ and (subject to clause 13.3) the CSR Group’s
Liabilities in relation to the grant of rights, novation or assignment; and


 


(5)                                 any other matter which
either CSR or RGL believes on reasonable grounds to be relevant and stipulates
in writing to the other party.


 


(c)                                 Nothing in this clause
requires CSR to act or not act in a particular way if as a consequence of so
doing, CSR would be exposed to any Claims or Liabilities for which it is not
indemnified by RGL.


 


9.3                               Future
Arrangements for Contracts


 


No CSR Group Member or RGL Group Member may notify CSR or RGL in
accordance with clause 9.1 after the End Date. Notwithstanding this clause 9.3,
CSR must continue to comply with clause 9.2 in respect of any notification
given in accordance with clause 9.1 prior to or on the End Date.


 


25

















 


10                                  CSR
Contracts and Shared Contracts - Transfers after the Effective Date


 


10.1                        Notice
regarding Contracts and Shared Contracts


 


If on or before the End Date a CSR Group Member or a RGL Group Member
becomes aware that on or before the Effective Date:


 


(a)                                 a Contract that it
believes relates to, or is required to conduct, the CSR Businesses or which
related to, or was required to, conduct a Former CSR Business has been novated
or assigned, or rights with respect to that Contract were granted, to a RGL
Group Member in error;


 


(b)                                a Contract that it
believes relates to, or is required to conduct, the CSR Businesses or which
related to, or was required to, conduct a Former CSR Business was not novated
or assigned by a RGL Group Member, or appropriate rights with respect to that
Contract were not granted by a RGL Group Member, to a CSR Group Member; or


 


(c)                                 the treatment of a
Shared Contract to which a RGL Group Member is a party and no CSR Group Member
is a party was not provided for in the Transition and Shared Services
Agreement,


 


the RGL Group Member or the CSR Group Member must so notify CSR and RGL
as soon as possible thereafter and in any event prior to the End Date.


 


10.2                        Dealing
with Contracts identified later


 


(a)                                 On receipt or
provision of a notice under clause 10.1, RGL must promptly determine whether to
novate or assign the Contract, or relinquish the rights granted in relation to
the Contract or grant rights over the Contract, to the relevant CSR Group
Member acting reasonably having regard to:


 


(1)                                 the Demerger
Principle;


 


(2)                                 the terms of each
Contract referred to in the notice;


 


(3)                                 which business or
businesses (being any of the RGL Businesses, the CSR Businesses, a Former RGL
Business or a Former CSR Business) most directly benefits from each Contract
referred to in the notice;


 


(4)                                 the CSR Group’s need
to receive the benefit of the Contract;


 


(5)                                 the RGL Group’s need
to receive the benefit of the Contract;


 


(6)                                 the RGL Group’s need
to be relieved of its obligations under the Contract;


 


(7)                                 the manner in which
the Contract is treated for accounting purposes at the Effective Date;


 


(8)                                 the RGL Group’s
ability to deal with the Contract; and


 


(9)                                 the Tax implications
for the CSR Group and the RGL Group (or any CSR Group Member or RGL Group
Member) of the novation, assignment, relinquishment or grant of rights and of
the failure to novate, assign, relinquish or grant rights;


 


26

















 


(10)                           any interest which a Third
Party may have in the Contract; and


 


(11)                           any other matter which
either CSR or RGL believes on reasonable grounds to be relevant and stipulates
in writing to the other party.


 


(b)                                If RGL determines to
grant or relinquish rights in relation to the Contract, novate or assign or
otherwise deal with the Contract, after having complied with clause 10.2(a),
RGL and CSR must negotiate in good faith the form of the grant or
relinquishment of rights or the terms of novation or assignment or other
treatment, having regard to:


 


(1)                                 the Demerger
Principle;


 


(2)                                 any rights a Third
Party may have that impact upon the Contract;


 


(3)                                 the Tax implications
of the manner of implementing the grant or relinquishment of rights, novation,
assignment or other treatment;


 


(4)                                 the principle that CSR
should pay its, Third Parties’ and (subject to clause 13.3) the RGL Group’s
Liabilities in relation to the grant or relinquishment of rights, novation,
assignment or other treatment; and


 


(5)                                 any other matter which
either CSR or RGL believes on reasonable grounds to be relevant and stipulates
in writing to the other party.


 


(c)                                 Nothing in this clause
requires RGL to act or not act in a particular way if as a consequence of so
doing, RGL would be exposed to any Claims or Liabilities for which it is not
indemnified by CSR.


 


10.3                        Future
Arrangements for Contracts


 


No CSR Group Member or RGL Group Member may notify CSR or RGL in
accordance with clause 10.1 after the End Date. Notwithstanding this clause
10.3, RGL must continue to comply with clause 10.2 in respect of any
notification given in accordance with clause 10.1 prior to or on the End Date.


 


11                                  RGL Group
Liabilities


 


11.1                        Acceptance of
Liabilities


 


(a)                                 Subject to clause
11.1(b) and 13.3, RGL accepts responsibility for any Liabilities that in
accordance with the Demerger Principle should have been assigned to, or assumed
by, a RGL Group Member but which have not (but for this clause 11) been
assigned to or assumed by a RGL Group Member.


 


(b)                                RGL does not, pursuant
to clause 11.1(a), accept responsibility for any Liability:


 


(1)                                 where the assignment
to, or assumption by, a RGL Group Member of such Liability was expressly
excluded by a Transaction Document;


 


(2)                                 if a CSR Group Member
derives any benefit from an asset owned by a CSR Group Member following the
Demerger which is


 


27

















 


associated with the Liability, except to the extent of the excess of
the Liability over the value of the benefit;


 


(3)                                 to the extent set out
in clause 13.3; or


 


(4)                                 referred to in clause
3.8(a).


 


11.2                        RGL Indemnity


 


RGL indemnifies CSR and each CSR Beneficiary against all Claims and
Liabilities incurred by CSR and a CSR Beneficiary in relation to any Liability
which is (and to the extent it is) the responsibility of RGL pursuant to
clause 11.1.


 


12                                  CSR Group
Liabilities


 


12.1                        Acceptance of
Liabilities


 


(a)                                 Subject to clause
12.1(b) and 13.3, CSR accepts responsibility for any Liabilities that in
accordance with the Demerger Principle should have been assigned to, or assumed
by, a CSR Group Member but which have not (but for this clause 12) been
assigned to or assumed by a CSR Group Member.


 


(b)                                CSR does not, pursuant
to clause 12.1(a), accept responsibility for any Liability:


 


(1)                                 where the assignment
to, or assumption by, a CSR Group Member of such Liability was expressly
excluded by a Transaction Document;


 


(2)                                 if a RGL Group Member
derives any benefit from an asset owned by a RGL Group Member following the
Demerger which is associated with the Liability, except to the extent of the
excess of the Liability over the value of the benefit; or


 


(3)                                 to the extent set out
in clause 13.3.


 


12.2                        CSR Indemnity


 


CSR indemnifies RGL and each RGL Beneficiary against all Claims and
Liabilities incurred by RGL and a RGL Beneficiary in relation to any Liability
which is (and to the extent it is) the responsibility of CSR pursuant to
clause 12.1.


 


13                                  Indemnities
and Claims management


 


13.1                        General


 


(a)                                 In this clause 13:


 


(1)                                 Indemnified Party means the person entitled
to make, or making, a claim for indemnity or to otherwise recover (net of any
applicable recovery under an Insurance Claim) under a Transaction Document;


 


28

















 


(2)                                 Indemnifying Party means the person obliged
to indemnify, or indemnifying, or to otherwise pay (net of any applicable
recovery under an Insurance Claim), a person under a Transaction Document;


 


(3)                                 Loss means any injury or
damage alleged to have occurred as a result of an alleged tort, breach of
contract or law or any other act or omission of the Indemnifying Party;


 


(4)                                 Insurance Claim means:


 


(A)                             a claim under any relevant
policy of insurance that the Indemnified Party holds, or has the benefit of, in
relation to any Liability for which the Indemnified Party may be able to make a
claim for indemnity or other payment under a Transaction Document and includes
any such claim made before the Effective Date;


 


(B)                               any claim against a
third party that the Indemnified Party has in relation to any Liability for
which the Indemnified Party may be able to make a claim for indemnity or other
payment under a Transaction Document and includes any such claim made before
the Effective Date; and


 


(C)                               any claim giving rise to
or included in the New Jersey litigation;


 


(5)                                 Other Party means a person
who is not responsible for the conduct of a Claim in accordance with clause
13.6; and


 


(6)                                 Responsible Party means the
person responsible for the conduct of a Claim in accordance with clause 13.6.


 


(b)                                Each indemnity in this
deed is a continuing obligation, separate and independent from the other
obligations of the parties, and survives termination, completion or expiration
of this deed.


 


(c)                                 Subject to any other
provision of this deed or any other Transaction Document, no Indemnifying Party
will join an Indemnified Party or its Related Bodies Corporate, or co-operate
with any claimant to join an Indemnified Party or its Related Bodies Corporate,
to any litigation arising as a result of any Claim where to do so would be
inconsistent with the Demerger Principle, without the prior written consent of
the Indemnified Party.


 


(d)                                Subject only to this
clause 13, it is not necessary for a party to incur expense or to make any
payment before enforcing a right of indemnity conferred by this deed.


 


(e)                                 Each RGL Group Member
and CSR Group Member must use all reasonable endeavours to minimise:


 


(1)                                 the risk of any Claims
being made which could be the subject of a claim for indemnity under this deed;
and


 


(2)                                 the costs associated
with such Claims.


 


(f)                                   The indemnities
contained in this deed shall apply to the maximum extent permitted by law.


 


29

















 


(g)                                If the Indemnified
Party makes any claim under any indemnity or other provision in a Transaction
Document, the Indemnifying Party may in its reasonable discretion elect to
treat that claim as a request for an Advance under clause 13.12, instead of a
claim under the indemnity until the Claim and (if applicable) Insurance Claim
has been finally settled or finally determined by a court of competent
jurisdiction (after all appeals have been exhausted).


 


13.2                        Indemnity


 


(a)                                 Subject to clause
13.2(c) and 13.3, on and from the Effective Date CSR agrees to indemnify and
keep indemnified, RGL and each RGL Beneficiary against any Liability arising
from, or in connection with, any Claim made against RGL or a RGL Beneficiary
arising from, or in connection with, any actions or omissions, including
negligence and other alleged torts, breach of contract or law or any other act,
committed, omitted or done in relation to the CSR Businesses or the Former CSR
Businesses whether occurring before or after the Effective Date, regardless of
when the Claim is made, the Loss occurs or the Liability arises.


 


(b)                                Subject to clauses
13.2(c), 13.3 and 13.11(d), on and from the Effective Date RGL agrees to
indemnify and keep indemnified, CSR and each CSR Beneficiary against any
Liability arising from, or in connection with, any Claim made against CSR or a
CSR Beneficiary arising from, or in connection with, any actions or omissions,
including negligence and other alleged torts, breach of contract or law or any
other act, committed, omitted or done in relation to the RGL Businesses or the
Former RGL Businesses whether occurring before or after the Effective Date
regardless of when the Claim is made, the Loss occurs or the Liability arises.


 


(c)                                 If:


 


(1)                                 the Indemnified Party
makes a claim against the Indemnifying Party in respect of a Liability that may
be recoverable under both:


 


(A)                             an indemnity contained in
clause 13.2(a) or 13.2(b); and


 


(B)                               an indemnity contained
in another provision of this deed or another Transaction Document (Other
Indemnity); and


 


(2)                                 the liability of the
Indemnifying Party under the other indemnity is (in whole or in part) limited,
excluded or subject to the fulfilment of any condition,


 


then the Indemnified Party may recover from the Indemnifying Party
under clause 13.2(a) or 13.2(b) (as applicable) only to the extent (if any)
permitted by the relevant limitation, exclusion or condition.


 


13.3                       Indemnities
and assumptions net of insurance


 


Notwithstanding any other provision in any other Transaction Document
(including this deed):


 


(a)                                 the indemnities
contained in clauses 13.2(a) and 13.2(b) and each Other Indemnity only apply to
a Liability which is in excess of any amount received or receivable (including
after making relevant notifications) by


 


30

















 


the Indemnified Party from any third party under an Insurance Claim in
relation to the Claim or Liability; and


 


(b)                                any assumption or other
acceptance of any Liability consistent with the Demerger Principle in any
Transaction Document shall only apply to a Liability which is in excess of any
amount received or receivable (including after making relevant notifications)
by the party whose Liability it would have been (but for that assumption or
other acceptance), from any third party under an Insurance Claim in relation to
that Claim or Liability,


 


and the parties agree that each Transaction
Document:


 


(c)                                 shall be construed,
accordingly; and


 


(d)                                is amended to the
extent necessary to give this effect.


 


13.4                       Notification
of Claim


 


(a)                                RGL undertakes:


 


(1)                                 that if after the Effective Date, any Claim in respect of which RGL
or a RGL Beneficiary may be entitled to be indemnified (or otherwise paid)
wholly or in part by CSR or a CSR Group Member under a provision of a
Transaction Document is made or threatened against RGL or a RGL Beneficiary, or
if RGL or a RGL Beneficiary becomes aware of any fact or matter which could
reasonably be expected to give rise to such a Claim, RGL must, as soon as
reasonably practicable, give to CSR written notice of the Claim containing
reasonable details of the circumstances of the Claim and reasonable details of
any Insurance Claim that may be able to be made by RGL or the RGL Beneficiary
in relation to the Claim; and


 


(2)                                 to use all reasonable efforts to minimise any costs in relation to
any Claim referred to in clause 13.4(a)(1).


 


(b)                               CSR undertakes:


 


(1)                                 that if after the Effective Date, any Claim in respect of which CSR
or a CSR Beneficiary may be entitled to be indemnified (or otherwise paid)
wholly or in part by RGL or a RGL Group Member under a provision of a
Transaction Document is made or threatened against CSR or a CSR Beneficiary, or
if CSR or a CSR Beneficiary becomes aware of any fact or matter which could
reasonably be expected to give rise to such a Claim, CSR must, as soon as
reasonably practicable, give to RGL written notice of the Claim containing
reasonable details of the circumstances of the Claim and reasonable details of
any Insurance Claim that may be able to be made by CSR or the CSR Beneficiary
in relation to the Claim; and


 


(2)                                 to use all reasonable efforts to minimise any costs in relation to
any Claim referred to in clause 13.4(b)(1).


 


13.5                       Insurance
Claim


 


(a)                                Following notification of a Claim or potential Claim under clause
13.4, the Indemnified Party will properly make any Insurance Claim that can


 


31

















 


reasonably be made in relation to the Claim or potential Claim unless
after good faith consultation between the Indemnified Party and the
Indemnifying Party, the Indemnifying Party determines that an Insurance Claim
should not be made in relation to the Claim or potential Claim.


 


(b)                               It is the intention of the CSR Group and the RGL Group that nothing
in any Transaction Document relieves any insurer from any obligation it owes or
may owe to an Indemnified Party under any contract of insurance and each
Transaction Document must be interpreted to give effect to this intention.


 


(c)                                  CSR
warrants that as at the Demerger Date its Insurance Manager believes in good
faith that CSR has properly notified CSR’s appropriate insurer of all events of
which he is aware and for which CSR may make an Insurance Claim and which could
reasonably give rise to a Claim for which CSR or a CSR Beneficiary would be
entitled to be indemnified or otherwise paid under a Transaction Document.


 


13.6                       Responsibility
for Claims


 


(a)                                Following notification of a Claim or potential Claim under clause
13.4, the Indemnifying Party and the Indemnified Party must promptly meet and
use their reasonable endeavours to determine which of the Indemnifying Party or
the Indemnified Party should be responsible for the conduct of the Claim and
the Insurance Claim having regard to:


 


(1)                                the nature and seriousness of the Claim;


 


(2)                                the nature of any applicable Insurance Claim;


 


(3)                                which Group has the most appropriate expertise to conduct the Claim
and/or the Insurance Claim;


 


(4)                                which Group wants to conduct the Claim and/or the Insurance Claim;
and


 


(5)                                the potential adverse effect of the Claim and/or the Insurance Claim
on the name or reputation of the Indemnifying Party and the Indemnified Party.


 


Subject to clause 13.6(e), if, within 10
Business Days of one party giving the other a written notice seeking agreement,
the parties cannot agree who will conduct the Claim and the Insurance Claim
under this clause 13.6(a):


 


(6)                                the Indemnifying Party will conduct the Claim and the Insurance
Claim to the extent that, in the Indemnifying Party’s reasonable opinion, the
Indemnifying Party’s right to conduct such claims will not or ought reasonably
not prejudice the Insurance Claim; and


 


(7)                                the Indemnified Party will conduct the Claim and the Insurance Claim
to the extent that, in the Indemnifying Party’s reasonable opinion, the
Indemnifying Party’s right to conduct such claims will or may reasonably
prejudice the Insurance Claim.


 


(b)                               Notwithstanding the conduct of any applicable Insurance Claim or
which of the Indemnified Party or Indemnifying Party is responsible for the
conduct of any Claim, the Indemnifying Party in relation to any Claim
(including any Claim which exists on or before the Effective Date) will be


 


32

















 


responsible for the Liabilities arising from, that Claim in accordance
with this clause 13;


 


(c)                                Subject to clause 13.12, the Indemnifying Party:


 


(1)                                will not be obliged to pay any expenses incurred by the Indemnified
Party in making and pursuing the Insurance Claim; and


 


(2)                                will be entitled to recover from the Indemnified Party any expenses
incurred by it in pursuing or assisting the pursuit of the Insurance Claim,


 


to the extent that such expenses are
recovered by the Indemnified Party pursuant to the Insurance Claim.


 


(d)                               Where the Indemnifying Party is required to indemnify or otherwise
pay the Indemnified Party in relation to only part of a Claim (including any
Claim that exists on or before the Effective Date), then:


 


(i)                                    the
Indemnifying Party will be responsible in accordance with this clause 13 for
Liabilities arising from only that part of the Claim; and


 


(ii)                                 the
Indemnified Party will be responsible for all other Liabilities arising from
the Claim.


 


(e)                                If:


 


(i)                                    a
Claim is made against both CSR and/or a CSR Beneficiary and RGL and/or a RGL
Beneficiary; or


 


(ii)                                 the
Indemnifying Party is responsible for only part of a Claim,


 


and the Indemnified Party and the
Indemnifying Party are unable to agree who should conduct such Claim in
accordance with clause 13.6(a) then the party with the greater exposure to
Liability (including through any indemnity or other obligation to pay) will,
unless the parties otherwise agree in accordance with clause 13.6(a), be
responsible for the conduct of that Claim and any associated Insurance Claim.
In the event of any disagreement between the parties as to which of them bears
the greater exposure to Liability in relation to the Claim:


 


(iii)                              the
parties must, for a period of 10 Business Days or such longer period as the
parties may agree in writing, use their best endeavours to agree a process for
the joint conduct of the Claim and the Insurance Claim; and


 


(iv)                             failing
agreement under clause 13.6(e)(iii), a Senior Counsel will determine on the
balance of probabilities, which party bears the greater exposure to Liability
in relation to the Claim.


 


For the avoidance of doubt, if at anytime
during the conduct of a Claim or an Insurance Claim there is a material change
in circumstances which a party reasonably believes might change the identity of
the party who should conduct the claim under this clause 13.6(e), that party
may at that time invoke or reinvoke (as the case may be) this clause 13.6(e)
having regard to the circumstances that exist at that time.


 


33

















 


(f)                                  The Senior Counsel referred to in clause 13.6(e)(iv) is to be
appointed by agreement between the parties or, if the parties are unable to
agree within 3 Business Days after a person first being suggested by a party,
appointed by the President of the Bar Association of New South Wales upon the
application of either party. The costs of the Senior Counsel are to be shared
equally between the parties. The decision of the Senior Counsel shall be final
and binding in respect of which party is responsible for the conduct of the
Claim and the associated Insurance Claim, but shall not, for the avoidance of
doubt, constitute a determination of the actual liabilities of the parties in
respect of the Claim.


 


(g)                               If the parties determine in accordance with this clause 13.6 that
the Indemnified Party is to conduct a Claim, then the Indemnified Party is to
conduct that Claim in accordance with this clause 13 except, for the avoidance
of doubt, the Indemnified Party must not admit liability in respect of, or
settle or compromise that Claim without the prior written consent of the
Indemnifying Party under clause 13.9. For the avoidance of doubt, this clause
13.6(g) shall not prevent the Indemnified Party admitting liability in respect
of, or settling or compromising, a Claim, the conduct of which it has assumed
or continued under clause 13.9(c).


 


(h)                               Subject to clause 13.6(e), the Indemnifying Party may by written
notice to the Indemnified Party take over the conduct of any Claim if in the
reasonable opinion of the Indemnifying Party it is appropriate for the
Indemnifying Party to do so.


 


13.7                       Conduct
of Claims – Responsible Party


 


(a)                                The Responsible Party must in its conduct of any Claim to which this
clause 13 applies comply with the following:


 


(1)                                if requested by the Other Party, keep the Other Party reasonably
informed of, and consult reasonably with the Other Party in respect of, all
matters material to the Claim;


 


(2)                                if the Responsible Party is the Indemnified Party, regularly keep
the Indemnifying Party informed of all Liabilities being accrued in the conduct
of the Claim;


 


(3)                                take all reasonable action:


 


(A)                             (including
the making of objections and appeals) necessary to avoid, resist, compromise or
defend the Claim; and


 


(B)                               to
pursue any claim consistent with this clause 13 capable of being made,


 


in relation to the Claim.


 


(b)                               The Responsible Party will have due regard to the effect of its
conduct of any Claim in accordance with this clause on the reputation of the
Other Party and will have regard to the principle, as far as is reasonably
practicable, that the reputation of the Other Party should not be injured
unnecessarily.


 


(c)                                To the extent that there is any disagreement between the
Indemnifying Party and the Indemnified Party in relation to any aspect of the
conduct or


 


34

















 


management of a Claim, the reasonable requirements and directions of
the Indemnifying Party will prevail, provided that if clause 13.6(e) applies,
the reasonable requirements and directions of the party conducting the claim
will prevail. The Indemnifying Party and the Indemnified Party will take all
reasonable steps to satisfy and follow the reasonable requirements and
directions which so prevail.


 


13.8                       Conduct of
Claims – Other Party


 


The Other Party must comply with the following procedure in relation to
a Claim to which this clause 13 applies being conducted by the Responsible
Party:


 


(a)                                none of the Other Party or its Beneficiaries will admit, compromise,
settle or pay a Claim, or to take any other steps which may in any way
prejudice the defence or challenge of the same, including the discontinuation
of any proceeding or appeal instituted or defended by the Responsible Party
whether or not in the name of the Other Party or any of its Beneficiaries
without the prior written consent of the Responsible Party;


 


(b)                               the Other Party and its Beneficiaries will permit the Responsible
Party to take any action in the name of the Other Party or its Beneficiaries
which is necessary to commence, prosecute, resist, defend, dispute, avoid,
counterclaim, set-off, settle, compromise or appeal a Claim;


 


(c)                                the Other Party and its Beneficiaries will do all things reasonably
necessary to enable the Responsible Party to conduct any Claim in accordance
with this clause 13;


 


(d)                               the Other Party must ensure that the Responsible Party and its
Representatives are given full access to, and are permitted to take copies of,
all relevant documentation in the possession, custody or control of the Other
Party or its Beneficiaries for the purposes of assessing any Claim or in
relation to any action taken or proposed to be taken under this clause 13;


 


(e)                                the Other Party must ensure that the Responsible Party and its
Representatives are given reasonable access to any Representatives of the Other
Party or its Beneficiaries for the purposes of assessing any Claim or in
relation to any action taken or proposed to be taken in relation to such Claim;
and


 


(f)                                  the Other Party must ensure that neither it nor any of its
Beneficiaries or their Representatives do or cause to be done anything in
relation to a Claim which is likely to compromise or prejudice the Responsible
Party’s rights under this clause 13.


 


13.9                       Settlements
and compromises


 


(a)                                If:


 


(1)                                an offer of settlement or compromise is made to the Indemnified
Party or Indemnifying Party in respect of an Insurance Claim or a Claim to
which this clause 13 relates; or


 


(2)                                the Indemnified Party or Indemnifying Part proposes to make an offer
of settlement for an Insurance Claim or a Claim to which this clause 13
relates,


 


35

















 


(each a Settlement Offer)


 


the party who received the Settlement Offer
or who proposes to make a Settlement Offer must promptly notify the other party
and the Indemnified Party and Indemnifying Party must thereafter promptly meet
to consider the Settlement Offer.


 


(b)                               If the Indemnifying Party and the Indemnified Party are unable to
agree upon whether a Settlement Offer should be accepted or made (as the case
may be), the Indemnifying Party may determine whether the Settlement Offer will
be accepted or made (as the case may be) and the parties shall each use their
reasonable endeavours to give effect to the Indemnifying Party’s determination.


 


(c)                                Notwithstanding clause 13.9(b), the Indemnifying Party shall not
accept a Settlement Offer without giving the Indemnified Party at least 5
Business Days notice (or if this is not reasonably practicable given the period
within the Settlement Offer must be accepted, as long as reasonably
practicable), during which period, the Indemnified Party may by written notice
object to the Settlement Offer and declare its intention to continue or assume
(as the case may be) conduct of the Claim or the Insurance Claim (as the case
may be). If the Indemnified Party assumes the conduct of the Claim or the
Insurance Claim (as the case may be), the Indemnifying Party must transfer the
conduct of the Claim or the Insurance Claim to the Indemnified Party and the
Indemnifying Party must provide all reasonable assistance as the Indemnified
Party may require for its future conduct of the Claim or Insurance Claim.


 


(d)                               If the Indemnified Party continues or assumes (as the case may be)
responsibility for the conduct of a Claim or Insurance Claim pursuant to
clause 13.9(c) then:


 


(1)                                if the Settlement Offer relates to a Claim, the Indemnifying Party’s
Liability to indemnify the Indemnified Party (and obligation to make an advance
under clause 13.12) in relation to that Claim will be limited to the amount for
which the Claim could have been settled at the time that the Indemnifying Party
gave notice under clause 13.9(c), together with costs and expenses incurred by
the Indemnifying Party up to that time, less any amount recoverable under a
relevant Insurance Claim; and


 


(2)                                if the Settlement Offer relates to an Insurance Claim, the
Indemnifying Party’s Liability in respect of that Insurance Claim and associated
Claim shall be reduced by the amount for which the Insurance Claim could have
been settled at the time the Indemnifying Party gave notice under clause
13.9(c) (and the Indemnifying Party shall be under no obligation to make any
further Advance under clause 13.12 in respect of the Insurance Claim).


 


(e)                                Without limiting clause 13.9(a), the Indemnifying Party must not
make a Settlement Offer that includes or requires any admission,
acknowledgement or similar statement by the Indemnified Party as to liability
or fault or includes any consideration to be given by the Indemnified Party
other than the payment of money, without the prior


 


36

















 


written consent of the Indemnified Party
which shall not be unreasonably withheld or delayed.


 


13.10                Excluded
Claims


 


Notwithstanding any provision of this deed,
the following matters are excluded from the operation of this clause 13:


 


(a)                                Bond Guarantees, the bonds referred to in the definition of Bond
Guarantees and the “Bond Guarantee Indemnity Deed” to be entered into between
CSR, RGL and Rinker Materials Corporation on or about the date of this deed;


 


(b)                               any Claim arising from, or in connection with, common law or
statutory workers’ compensation claims;


 


(c)                                any Claim arising from, or in connection with, the transfer of
employees from:


 


(1)                                the CSR Group to the RGL Group; or


 


(2)                                the RGL Group to the CSR Group,


 


including in relation to superannuation or
any employee entitlements whether pursuant to statute or common law or any
employee incentive arrangements;


 


(d)                               any Claim arising from, or in connection with, the rights or
obligations of the CSR Group Members or the RGL Group Members in relation to
superannuation, other retirement benefits or superannuation plans or schemes;


 


(e)                                any Claim arising from, or in connection with, PLDC or the interest
of either the RGL Group or the CSR Group in PLDC; and


 


(f)                                  any Claim exclusively between one or more CSR Group Members on the
one hand and one or more RGL Group Members on the other.


 


13.11                US litigation


 


(a)                                The parties acknowledge that none of the RGL Group Members has, as a
result of or in connection with the Demerger or the terms of this Deed, or
otherwise assumed, or agreed to assume, Liability for any asbestos related
Claim arising from the operations of the CSR Businesses or the Former CSR
Businesses.


 


(b)                               Subject to paragraph 13.11(c) but otherwise notwithstanding any
other provision of this deed, CSR will continue to defend and settle Claims
bought against any CSR Group Member or any RGL Group Member in the United
States and which arises from or relates to alleged torts of any CSR Group
Member in connection with the claimant’s allegedly injurious exposure to raw
asbestos fibre sold by any CSR Group Member or to finished asbestos products
allegedly containing such asbestos fibre (US asbestos litigation) in accordance with
its general practices as at the date of this deed.


 


(c)                                Nothing in this deed precludes CSR from altering its strategy in
relation to US asbestos litigation provided that it reasonably believes such
alteration


 


37

















 


is in the best interests of the relevant CSR
Group Member and will not materially prejudice the RGL Group. CSR will give RGL
reasonable notice and information prior to CSR making such a change in
strategy. The notice from CSR will include such information as CSR reasonably
considers that RGL reasonably requires to understand the change in strategy.
CSR and RGL must use their best endeavours (including attempting to identify
methods of passing information) to ensure that any legal professional
privilege, attorney-client privilege, work product privilege or similar
privilege which applies to any such notice, or any other document, is not
waived, extinguished or lost, because of such notice being provided by CSR (and
CSR shall not be required to provide information to the extent its provision
causes legal professional privilege, attorney-client privilege, work product
privilege or similar privilege which would otherwise apply to be waived,
extinguished or lost).


 


(d)                               If any CSR Group Member or any RGL Group Member receives any
Litigation payment the parties shall retain such Litigation payment or account
to each other for such Litigation payment or part thereof (as the case may be)
as follows:


 


(1)                                first, New Jersey litigation costs shall be reimbursed and if the
Litigation payment is not sufficient to fully reimburse all such parties for
such costs and disbursements, CSR Group Members and RGL Group Members shall
share the Litigation payment in accordance with the proportion in which each
CSR Group Member and each RGL Group Member has actually paid or incurred
(including under an indemnity) such total costs and disbursements; and


 


(2)                                if the Litigation payment exceeds the amounts reimbursed under
clause 13.11(d)(1), each CSR Group Member and each RGL Group Member shall share
the balance of the Litigation payment in accordance with the proportion in
which as at the Effective Date they have actually paid or incurred (including
under an indemnity) the Loss to which the Litigation payment relates.


 


(e)                                If at the time any Litigation payment is received by any RGL Group
Member the New Jersey litigation is not finally concluded (including resolution
of any appeals), the Litigation payment shall be provided to CSR to be applied
toward the costs of prosecution of the New Jersey litigation until final
determination or resolution of the New Jersey litigation, at which time the
balance (if any) will be accounted for in accordance with clause 13.11(d).  Nothing herein shall require CSR to hold
such Litigation payment in escrow or in a constructive trust.


 


13.12                Loan


 


(a)                                Subject to clause 13.9(d) and without affecting the rights and
obligations of the Indemnified Party in respect of any applicable Insurance
Claim, the Indemnifying Party shall upon request advance (Advance) to the Indemnified
Party:


 


38

















 


(1)                                an amount sufficient to cover any out of pocket costs and expenses
reasonably incurred by the Indemnified Party in performing its obligations
under this clause 13; and


 


(2)                                an amount sufficient to cover any amounts payable by the Indemnified
Party which are or, assuming no relevant Insurance Claim is successful, would
be the subject of an indemnity in clause 13.2 or would otherwise be
recoverable by the Indemnified Party from the Indemnifying Party under any
Transaction Document.


 


(b)                               The Indemnifying Party will be entitled to charge the Indemnified
Party interest at the business overdraft rate of the Indemnifying Party’s usual
business bank in respect of the Advance (or part of the Advance) to the extent
that:


 


(1)                                the Indemnified Party is able to recover amounts in respect of such
interest from an insurer or third party; or


 


(2)                                it is finally agreed or finally determined by a court of competent
jurisdiction (after all available appeals have been exhausted) that the cost,
expense or amount payable to which the Advance (or relevant part of the
Advance) relates is not properly recoverable by the Indemnified Party from the
Indemnifying Party.


 


(c)                                When making a request under clause 13.12(a), the Indemnified Party
must provide reasonable details of the costs, expenses or amount payable to
which the requested Advance relates and evidence reasonably satisfactory to the
Indemnifying Party that the costs, expenses or amounts satisfy the requirements
of clause 13.12(a) and are due and payable (or at the time the moneys are
Advanced, will be due and payable) by the Indemnified Party.


 


(d)                               If the Indemnified Party receives under an Insurance Claim any
amount in relation to the costs, expenses or amounts for which an Advance was
made under clause 13.12(a), the Indemnified Party must immediately pay the
amount so received to the Indemnifying Party in repayment or partial repayment
(as the case may be) of the Advance and, if applicable, payment of the
associated interest.


 


(e)                                If it is finally agreed or finally determined by a court of
competent jurisdiction (after all appeals have been exhausted) that any costs,
expenses or amounts payable for which an Advance was made under clause 13.12(a)
are not covered by an indemnity by the Indemnifying Party to the Indemnified
Party or are not otherwise recoverable by the Indemnified Party from the
Indemnifying Party under a Transaction Document, the amount of such Advance,
together with interest, shall be paid by the Indemnified Party to the
Indemnifying Party on demand.


 


(f)                                  If:


 


(1)                                an Advance was made in connection with a Claim and that Claim and
any associated Insurance Claim have been finally settled or finally determined
by a court of competent jurisdiction (after all available appeals have been
exhausted); or


 


(2)                                an Advance was made in connection with an Insurance Claim and that
Insurance Claim has been finally settled or finally determined


 


39

















 


by a court of competent jurisdiction (after
all available appeals have been exhausted),


 


any amount outstanding under the Advance
shall be deemed to be an amount paid under an indemnity to the extent the
Advance is not required to be repaid under clause 13.12(e).


 


13.13                Payment of
indemnities


 


The Indemnifying Party must, if the
Indemnified Party has complied with its obligations under clause 13 and an
Advance has not been made under clause 13.12 which covers in full the relevant
Liability, pay to the Indemnified Party in immediately available funds all
amounts which are due and payable for which the Indemnified Party is entitled
to be indemnified under the relevant Transaction Document within 7 days of the
date on which the Indemnified Party provides evidence satisfactory to the
Indemnifying Party, acting reasonably, that the Liability has been incurred.


 


13.14                Purchase
Price Reduction and Gross up for Indemnities


 


(a)                                Notwithstanding any provision of a Transaction Document, this clause
13.14 applies to each Transaction Document.


 


(b)                               Each payment (including refund) in relation to an indemnity in this
deed or another Transaction Document or any similar obligation to pay in any
Transaction Document which can be attributed to any RGL Businesses will be made
by or to CSR as vendor of the RGL Businesses (including any company) and made
by or to the relevant RGL Group Member as purchaser of the RGL Businesses
(including any company) and will be made by way of appropriate adjustment of
the purchase price under the relevant Internal Restructure Document, unless
otherwise agreed.


 


(c)                                If, for any reason, an amount paid (Payment)  by a RGL
Group Member to a CSR Group Member, or by a CSR Group Member to a RGL Group
Member, in relation to an indemnity in this deed or another Transaction
Document or any similar obligation to pay in any Transaction Document, is
treated as, or gives rise to, assessable income to a CSR Group Member, or RGL
Group Member, respectively, on receipt under any law relating to tax
(including, but not limited to, the Capital Gains Tax provisions of the 1997
Tax Act) then, the RGL Group Member agrees to pay the CSR Group Member, or the
CSR Group Member agrees to pay the RGL Group Member, as the case may be, an
additional amount under this clause equal to:


 





 


where:


 


A:                                is the amount of the
Payment;


 


B:                                  is the amount of the
Tax Benefit (determined in accordance with clause 13.14(d)) in relation to the
Claim or Liability in relation to which the Payment is made; and


 


T:                                    is the general
corporate tax rate at the time the Payment is made.


 


40

















 


For the avoidance of any doubt, (A-B) can be
a positive or nil amount. If it is a negative amount then, for the purposes of
this clause, it will be deemed to be a nil amount.


 


(d)                               For the
purposes of this clause, the amount of the Tax Benefit in respect of a Claim or
Liability is the amount of such Claim or Liability which:


 


(1)                                gives rise to an allowable deduction to the recipient of the Payment
under the 1997 Tax Act;


 


(2)                                gives rise to or increases a capital allowance (as defined in
section 995-1 of the 1997 Tax Act) to the recipient of the Payment; or


 


(3)                                is included (and remains included) in the “cost-base” of a “CGT
asset” (each term as defined in section 995-1 of the 1997 Tax Act) of the
recipient of the Payment.


 


14                                 Insurance


 


14.1                       General


 


(a)                                CSR
will until 31 March 2003:


 


(1)                                maintain insurance for the RGL Businesses covering such risks and
for such amounts as would usually be maintained by CSR for the RGL Businesses
in the ordinary course; and


 


(2)                                maintain insurance for the CSR Businesses covering such risks and
for such amounts as would usually be maintained by CSR for the CSR Businesses
in the ordinary course.


 


(b)                               Neither
CSR nor RGL will do or permit anything to be done which prejudices or renders,
in whole or in part, any insurance referred to in clause 14.1(a) in which the
other has an interest or may have an interest, void, voidable or unenforceable
and will promptly rectify anything which is reasonably within its control which
might prejudice or render, in whole or in part, any such insurance void,
voidable or unenforceable.


 


(c)                                CSR
and RGL will promptly, after becoming aware of such a matter, inform the other
of anything done or omitted to be done which could prejudice or render, in
whole or in part, any insurance referred to in clause 14.1(a) void, voidable or
unenforceable.


 


(d)                               Prior
to 31 March 2003, CSR will use its reasonable endeavours to assist RGL to
obtain insurance for after 31 March 2003 on reasonable terms having regard to
the insurance coverage which applied to the RGL Businesses prior to 31 March
2003.


 


(e)                                On and
from 31 March 2003:


 


(1)                                CSR will be solely responsible for obtaining and maintaining
insurance for CSR Group Members and the CSR Businesses; and


 


(2)                                RGL will be solely responsible for obtaining and maintaining
insurance for RGL Group Members and the RGL Businesses.


 


41

















 


14.2                       D&O Insurance


 


(a)                                CSR
must maintain until the Demerger Date for the benefit of:


 


(1)                                each CSR Group Member and each director and officer of each CSR
Group Member in office on or before the Demerger Date; and


 


(2)                                each RGL Group Member and each director and officer of each CSR
Group Member in office on or before the Demerger Date,


 


the Directors and Officers Insurance as set
out in the Chubb Insurance Company of Australia Ltd Directors & Officers
Liability and Company Reimbursement Policy No. 93285524 (the Chubb Policy).


 


(b)                               CSR
must ensure that Directors and Officers Insurance, that provides similar
coverage terms and limits as the Chubb Policy, will continue to be taken out
and maintained for 6 years after the Demerger Date for the benefit of:


 


(1)                                each CSR Group Member and each director and officer of each CSR
Group Member in office on or before the Demerger Date; and


 


(2)                                each RGL Group Member and each director and officer of each RGL
Group Member in office on or before the Demerger Date,


 


in respect of acts or omissions occurring on
or before the Demerger Date.


 


(c)                                Without
limiting clause 14.2(a), CSR must, and must procure that each CSR Group
Member must, in relation to the Directors and Officers Insurance:


 


(1)                                not wilfully or negligently do or omit to do anything that would
cause a breach of the Directors and Officers Insurance; and


 


(2)                                exercise all rights and discretions in relation to its performance
under the Directors and Officers Insurance, to the extent that it affects any
RGL Group Member or any director or officer of any RGL Group Member in
accordance with RGL’s reasonable directions.


 


(d)                               CSR
will act on behalf of RGL Group Members in relation to the Directors and
Officers Insurance.  RGL must use, and
must ensure that each RGL Group Member uses, its best endeavours to ensure that
CSR is able to meet its obligations under the Directors and Officers Insurance,
including by:


 


(1)                                not wilfully or negligently doing or omitting to do anything that
would cause a breach of the Directors and Officers Insurance; and


 


(2)                                providing all information, assistance and co-operation reasonably
requested by CSR in relation to:


 


(A)                             its
performance under the Directors and Officers Insurance; or


 


(B)                               any
claim which may give rise to liability which is covered by the Directors and
Officers Insurance,


 


to the extent that it relates to any RGL
Group Member or any director or officer of any RGL Group Member.


 


42

















 


14.3                       Future Assistance


 


In respect of the policies of insurance under
which any RGL Group Member, whilst it was owned by CSR, is entitled to the
benefits, CSR will give to the relevant RGL Group Member such information and
assistance as the RGL Group Member may reasonably require for the purpose of
pursuing any claims it makes under such policies of insurance and shall direct
underwriters to pay proceeds of the claim to the RGL Group Member without
deduction.


 


15                                 Guarantees and Financial support


 


15.1                       Guarantees
and financial support in favour of the RGL Group


 


RGL, subject to clauses 13.3 and 15.2:


 


(a)                                on and
from the Effective Date, indemnifies CSR and any CSR Beneficiary against any
Claims and Liabilities in relation to any guarantees, indemnities and other
forms of financial support (other than the Bond Guarantees) including letters
of comfort or letters of undertaking, given by CSR or a CSR Beneficiary, or by
a financial institution at the request of CSR or a CSR Beneficiary, in favour
of a Third Party in relation to obligations relating to the RGL Businesses or
the Former RGL Businesses or any transaction relating to the RGL Businesses or
Former RGL Businesses (including obligations from which a RGL Group Member is
released by a Third Party after the date of this deed but in relation to which
a CSR Group Member remains liable to a Third Party); and


 


(b)                               must
use its best endeavours (including through the provision of information
reasonably requested by a Third Party, or of guarantees, indemnities, letters
of comfort or other security or financial support from RGL Group Members or by
the provision of a guarantee by a financial institution at the request of a RGL
Group Member) to secure the release of CSR and any CSR Beneficiary from all of
its obligations in relation to the guarantees, indemnities and other forms of
financial support referred to in clause 15.1(a) (other than the Bond
Guarantees), with effect from the Effective Date.


 


15.2                       Exceptions


 


(a)                                To the
extent that an instrument of guarantee, indemnity or other form of financial
support referred to in clause 15.1(a) relates to the obligations of:


 


(1)                                a RGL Group Member and/or any person in relation to the RGL
Businesses or under any transaction relating to the RGL Businesses; and


 


(2)                                a CSR Group Member and/or any person in relation to the CSR
Businesses or under any transaction relating to the CSR Businesses,


 


43

















 


RGL’s obligation to:


 


(3)                                 indemnify CSR or any CSR Beneficiary under clause 15.1(a) against
any Claims and Liabilities in relation to that instrument is confined to Claims
and Liabilities to the extent they:


 


(A)                             are caused by a RGL Group Member;


 


(B)                               arise out of or in relation to the acts, omissions or other conduct
of the RGL Group; and/or


 


(C)                               relate to the RGL Businesses (or any transaction entered into by the
RGL Businesses); and


 


(4)                                 secure the release of CSR and any CSR Beneficiary from all of its
obligations under and in relation to that instrument under clause 15.1(b)
is confined to a release of those obligations under or in relation to that
instrument to the extent that they relate to:


 


(A)                             RGL Group Members; and/or


 


(B)                               the RGL Businesses (and any transaction entered into, or to be
entered into by the RGL Businesses).


 


(b)                               The
obligations of the RGL Group under clause 15.1(b) do not extend to the release
of any guarantee, indemnity or like instrument required to be given by CSR in
support of worker’s compensation self insurance licences in New South Wales,
Victoria, South Australia and/or Western Australia.


 


15.3                       Guarantees
and financial support in favour of the CSR Group


 


CSR, subject to clauses 13.3 and 15.4


 


(a)                                on and
from the Effective Date, indemnifies RGL and any RGL Beneficiary against any
Claims and Liabilities in relation to any guarantees, indemnities and other
forms of financial support including letters of comfort or letters of
undertaking, given by RGL or a RGL Beneficiary, or by a financial institution
at the request of RGL or a RGL Beneficiary, in favour of a Third Party in
relation to obligations relating to the CSR Businesses or the Former CSR
Businesses or any transaction relating to the CSR Businesses or Former CSR
Businesses (including obligations from which a CSR Group Member is released by
a Third Party after the date of this deed but in relation to which a RGL Group
Member remains liable to a Third Party); and


 


(b)                               must
use its best endeavours (including through the provision of information
reasonably requested by a Third Party, or of guarantees, indemnities, letters
of comfort or other security or financial support from CSR Group Members or by
the provision of a guarantee by a financial institution at the request of a CSR
Group Member) to secure the release of RGL and any RGL Beneficiary from all of
its obligations in relation to the guarantees, indemnities and other forms of
financial support referred to in clause 15.3(a), with effect from the Effective
Date.


 


44

















 


15.4                       Exceptions


 


(a)                                To the
extent that an instrument of guarantee, indemnity or other form of financial
support referred to in clause 15.3(a) relates to the obligations of:


 


(1)                                a CSR Group Member and/or any person in relation to the CSR
Businesses or under any transaction relating to the CSR Businesses; and


 


(2)                                a RGL Group Member and/or any person in relation to the RGL
Businesses or under any transaction relating to the RGL Businesses,


 


CSR’s obligation to:


 


(3)                                indemnify RGL or any RGL Beneficiary under clause 15.3(a) against
any Claims and Liabilities in relation to that instrument is confined to Claims
and Liabilities to the extent they:


 


(A)                             are caused by a CSR Group Member;


 


(B)                               arise out of or in relation to the acts, omissions or other conduct
of the CSR Group; and/or


 


(C)                               relate to the CSR Businesses (or any transaction entered into by the
CSR Businesses); and


 


(4)                                secure the release of RGL and any RGL Beneficiary from all of its
obligations under and in relation to that instrument under clause 15.3(b)
is confined to a release of those obligations under or in relation to that
instrument to the extent that they relate to:


 


(A)                             CSR Group Members; and/or


 


(B)                               the CSR
Businesses (and any transaction entered into, or to be entered into by the CSR
Businesses).


 


(b)                               This
clause 15 shall not apply to any guarantee, indemnity or other forms of
financial support comprised in or relating to the Bond Guarantees, the bonds
referred to in the definition of Bond Guarantees and the “Bond Guarantee
Indemnity Deed” to be entered into between CSR, RGL and Rinker Materials
Corporation on or about the date of this deed.


 


15.5                       Encumbrances


 


(a)                                As
soon as reasonably practicable after receiving notice in writing from RGL, CSR
must procure and must procure CSR Group Members to procure the release of any
Encumbrance over any asset of a RGL Group Member to the extent that such
Encumbrance relates to a Liability of a CSR Group Member or any Liability for
which CSR accepts responsibility under clause 12.1.


 


(b)                               As soon
as reasonably practicable after receiving notice in writing from CSR, RGL must
procure and must procure RGL Group Members to procure the release of any
Encumbrance over any asset of a CSR Group Member to the extent that such
Encumbrance relates to a Liability of a RGL Group Member or any Liability for
which RGL accepts responsibility under clause 11.1.


 


45

















 


16                                 Statutory
Licences


 


16.1                       Statutory
Licences - General


 


CSR and RGL agree to co-operate and act
reasonably in relation to the transfer (at the cost of the transferee) of
Statutory Licences from:


 


(a)                                CSR
Group Members to RGL Group Members; and


 


(b)                               RGL
Group Members to CSR Group Members,


 


to the extent necessary to implement the
Demerger in the manner envisaged by the Scheme Booklet, including as
appropriate:


 


(c)                                notifying
the relevant Government Agency or Government Agencies;


 


(d)                               applying
for assignments of relevant Statutory Licences; and


 


(e)                                terminating,
as applicable, existing Statutory Licences in the name of any CSR Group Member
or RGL Group Member and applying for corresponding Statutory Licences in the
name of a CSR Group Member or RGL Group Member, as agreed.


 


16.2                       Release by RGL


 


RGL and each RGL Group Member agrees with and acknowledges and warrants
to CSR and each CSR Beneficiary that it:


 


(a)                                will
have no right to make any Claim against CSR or any CSR Beneficiary; and


 


(b)                               irrevocably
and unconditionally releases CSR and each CSR Beneficiary from any Liability,


 


in relation to the RGL Group’s delay in
obtaining or failure to obtain (whether on desired terms, at all or otherwise)
any Statutory Licence, and all Liabilities in respect thereof (other than in
respect of a breach of clause 16.1).


 


16.3                       Release by CSR


 


CSR and each CSR Group Member agrees with and acknowledges and warrants
to RGL and each RGL Beneficiary that it:


 


(a)                                will
have no right to make any Claim against RGL or any RGL Beneficiary; and


 


(b)                               irrevocably
and unconditionally releases RGL and each RGL Beneficiary from any Liability,


 


in relation to the CSR Group’s delay in
obtaining or failure to obtain (whether on desired terms, at all or otherwise)
any Statutory Licence, and all Liabilities in respect thereof (other than in
respect of a breach of clause 16.1).


 


46

















 


17                                 Tax


 


17.1                       General


 


(a)                                  CSR
will, to the extent that it has available income and/or capital gains tax
losses, transfer to RHPL  income and/or capital gains tax losses
sufficient to extinguish RHPL’s obligation to pay income tax in relation to the
financial year ending 31 March 2003.


 


(b)                                 RHPL  must
pay to CSR, in immediately available funds, 30% of the value of the income
and/or capital gains tax losses transferred to RHPL  under clause 17.1(a).


 


17.2                       Tax assistance


 


Each of CSR and RGL must ensure that the
other and their professional advisers have reasonable access to its personnel
and to any relevant premises, assets and records within their custody, power,
possession or control to enable the other and their professional advisers to:


 


(a)                                prepare
and lodge any Tax related returns as required by the other party relating to
matters, circumstances and transactions that existed or occurred prior to the
Effective Date;


 


(b)                               examine
and/or respond to a Tax Claim including any information needed to object or
appeal from any such claim; and


 


(c)                                to
take copies or photographs of the records relating to any Tax Claim, at the
expense of the other party, provided the other party and its professional
advisers give to it such undertakings as to confidentiality as it may
reasonably require, subject however to any legal obligation upon the other
party to produce such records to a Third Party,


 


and, in exercising the above rights, each
party will have regard to legal professional privilege or similar privilege
which extends to any communication or document provided to it and must use its
best endeavours to avoid doing anything that will cause that privilege to be
waived, extinguished or lost by the disclosing party in relation to Third
Parties.


 


18                                 Tax
Claims


 


18.1                       Indemnity by
CSR for Tax Claims


 


From the Effective Date, CSR indemnifies each
RGL Group Member against all RGL Tax Claims and RGL Tax Liabilities incurred by
that RGL Group Member, except as specifically provided for in this clause 18.


 


18.2                       Indemnity by
RGL for Tax Claims


 


From the Effective Date but subject to clause
17.1, RGL indemnifies each CSR Group Member against all CSR Tax Claims and CSR
Tax Liabilities incurred by that CSR Group Member, except as specifically
provided for in this clause 18.


 


47

















 


18.3                       Limitation of
CSR indemnity


 


CSR is not required to indemnify a RGL Group
Member pursuant to clause 18.1 to the extent that the RGL Tax Claim or RGL Tax
Liability arises from a failure by the RGL Group Member;


 


(a)                                  to
supply, in a timely manner, to CSR such information as is reasonably requested
by CSR in relation to the RGL Tax Claim including a breach by a RGL Group
Member of clause 18.5; or


 


(b)                                to
properly:


 


(1)                                lodge any document in relation to the Tax Claim including any
return, notice of proposed adjustment, challenge, other notice or objection;


 


(2)                                claim all or any portion of any relief, allowance, deduction,
credit, rebate or right to repayment; or


 


(3)                                disclose or correctly describe in any document in relation to the
Tax Claim including any return, notice of proposed adjustment, challenge, other
notice or objection any fact, matter or thing to the extent that it was within
the knowledge of RGL.


 


18.4                       Limitation of
RGL indemnity


 


RGL is not required to indemnify a CSR Group
Member pursuant to clause 18.2 to the extent that the CSR Tax Claim or CSR Tax
Liability arises from a failure by the CSR Group Member:


 


(a)                                  to
supply, in a timely manner, to RGL such information as is reasonably requested
by RGL in relation to the CSR Tax Claim including a breach by a CSR Group
Member of clause 18.5;


 


(b)                                to
properly:


 


(1)                                lodge any document in relation to the Tax Claim including any
return, notice of proposed adjustment, challenge, other notice or objection;


 


(2)                                claim all or any portion of any relief, allowance, deduction,
credit, rebate or right to repayment; or


 


(3)                                disclose or correctly describe in any document in relation to the
Tax Claim including any return, notice of proposed adjustment, challenge, other
notice or objection any fact, matter or thing to the extent that it was within
the knowledge of CSR.


 


18.5                       Notice


 


(a)                                  If a
CSR Group Member becomes aware of a CSR Tax Claim it must give written notice
of it to RGL within 10 Business Days after becoming aware.


 


(b)                                 If a
RGL Group Member becomes aware of a RGL Tax Claim it must give written notice
of it to CSR within 10 Business Days after becoming aware.


 


48

















 


18.6                       Obligation to
act


 


(a)                                  CSR
Group Members must (at CSR’s expense) take any proper and reasonable action,
including the making of challenges, appeals and objections, within any time
period prescribed by Law that RGL reasonably requests to avoid, resist,
compromise, challenge or defend a notice or demand which gives rise to a RGL
Tax Claim. Any action required to be taken under this clause must be taken in a
timely manner.


 


(b)                                 RGL
Group Members must (at RGL’s expense) take any proper and reasonable action,
including the making of challenges, appeals and objections, within any time
period prescribed by Law that CSR reasonably requests to avoid, resist,
compromise, challenge or defend a notice or demand which gives rise to a CSR
Tax Claim. Any action required to be taken under this clause must be taken in a
timely manner.


 


18.7                       Refunds etc.


 


If, following the making of a payment
pursuant to either clause 18.1 or 18.2, the Indemnified Party (or a member of
that party’s Group) is refunded by way of credit, refund or rebate (including,
but not limited to, any amount or credit received following a successful objection
or appeal), all or any part of the amount paid pursuant to the indemnity, the
Indemnified Party must pay to the Indemnifying Party, an amount equal to the
refund obtained after the deduction of reasonable costs and expenses incurred
in obtaining the refund (to the extent that those costs and expenses have not
already been met by the Indemnifying Party).


 


18.8                       Expert


 


(a)                                  If a
dispute arises between CSR and RGL in relation to any amount to be paid in
accordance with this clause 18 then CSR and RGL must use their best endeavours
to resolve the dispute between themselves.


 


(b)                                 If
RGL and CSR cannot within 10 days after a dispute arises between them, agree on
any amount to be paid in accordance with this clause 18, they must appoint a
Tax expert agreed to by both of them to promptly determine the dispute. The Tax
expert must have at least 10 years experience in relation to Tax matters.


 


(c)                                  If
RGL and CSR fail to agree on the appointment of a Tax expert under
clause 18.8(b) within seven days of one party requesting appointment of a
Tax expert, either RGL or CSR may request the President of the Institute of
Chartered Accountants in Australia to appoint a Tax expert with the same
expertise referred to above to determine the dispute.


 


(d)                                 If
the Tax expert appointed under clauses 18.8(b) or 18.8(c) is unable to
carry out the determination another Tax expert must be appointed in accordance
with clauses 18.8(b) or 18.8(c) to determine the dispute.


 


(e)                                  The
Tax expert appointed under this clause acts as an expert and not an arbitrator.
The dispute resolution proceedings under this clause are not arbitration
proceedings under the Commercial Arbitration Act  1984 (NSW) or any equivalent
legislation.


 


(f)                                    The
Tax expert may in its absolute discretion determine the procedures for the
determination of the dispute and each of CSR and RGL will comply


 


49

















 


with
these procedures and promptly provide such information as is reasonably
required by the Tax expert.


 


(g)                                 If the dispute cannot be resolved by
the Tax expert on or before the date falling seven days before the latest date
on which payment in respect of the Tax Claim may lawfully be made without
incurring any further penalty or interest for late payment, then the
Indemnifying Party must, pending the determination of the Tax expert, pay to
the Indemnified Party the amount claimed under this clause 18 in respect
of that Tax Claim, including the disputed amount or amounts.


 


(h)                                 If clause 18.8(g) applies and the
Tax expert’s determination is that the amount of the payment to be made by the
Indemnifying Party in relation to the Tax Claim either exceeds or is less than
the amount paid under clause 18.8(g), then:


 


(1)                                if the amount determined by the Tax
expert is less than the amount paid by the indemnifying party, the Indemnified
Party must immediately pay to the Indemnifying Party an amount equal to the
difference between the amount so determined and the amount paid; and


 


(2)                                if the amount determined by the Tax
expert exceeds the amount paid by the Indemnifying Party, then the Indemnifying
Party must immediately pay to the Indemnified Party an amount equal to the
difference between the amount so determined and the amount paid,


 


and payments under this
clause 18.8 are to be treated in accordance with clause 13.14.


 


(i)                                     The Tax expert’s determination is final and binding on the CSR Group
and the RGL Group in the absence of manifest error.


 


(j)                                     The parties must bear equally the expert’s costs.


 


(k)                                  Unless a party has complied with this clause, it must not commence
court proceedings or arbitration in relation to the dispute about the amount to
be paid in accordance with this clause 18.


 


19                                 Business
Records


 


19.1                       Retention by
RGL - General


 


RGL must maintain the records transferred to
the RGL Group pursuant to a Transaction Document or exclusively relating to the
RGL Businesses for a period of 7 years after the Effective Date and, subject to
clause 19.5, allow CSR to access and make copies of those records, provided
that:


 


(a)                                if a
Claim to which any records are relevant has been commenced prior to the end of
that 7 year period, but has not been finally determined as at the expiration of
that time, then RGL must maintain those records until the Claim has been
finally determined, settled, withdrawn or discontinued; and


 


50

















 


(b)                                if for
any other reason CSR reasonably requires that RGL maintain any such records for
a period greater than 7 years after the Effective Date, then,


 


(1)                                no later than 6 months prior to the end of the period 7 years after
the Effective Date, CSR shall identify those records which it requires to be
kept, and the period for which they are to be kept;


 


(2)                                RGL shall make such arrangements as it considers appropriate for the
storage of those records, at CSR’s cost; and


 


(3)                                RGL shall not be required to retain any records under this
clause 19.1(b) if CSR fails or refuses to pay that cost,


 


and the parties will, in dealing with records
in the manner referred to in this clause have regard to the extent to which
legal professional privilege or similar privilege extends to any record and
must use their best endeavours to avoid doing anything that will cause that
privilege to be waived, extinguished or lost by a party in relation to Third
Parties. This clause does not apply to internal records created after the
Effective Date.


 


19.2                       Indemnity
and release by RGL - Business Records


 


(a)                                  RGL
indemnifies CSR against all Claims and Liabilities in relation to the transfer
of records and the information in those records transferred by a CSR Group
Member or a Representative of them to a RGL Group Member or a Representative of
them pursuant to a Transaction Document.


 


(b)                                RGL
and each RGL Group Member acknowledges and warrants to CSR and each CSR Beneficiary
that it:


 


(1)                                will have no right to make a Claim against CSR or any CSR
Beneficiary; and


 


(2)                                irrevocably and unconditionally releases CSR and each CSR
Beneficiary from any Liability,


 


in relation to the transfer of records and information in those records
referred to in clause 19.2(a), including in relation to any errors,
incompleteness or misleading, deceptive or out of date statements, including by
omission, relating to those records or information.


 


19.3                       Retention by
CSR


 


CSR must maintain the records held by the CSR
Group at the Effective Date which relate to the RGL Group and the RGL
Businesses which records are not transferred to the RGL Group pursuant to a
Transaction Document, for a period of 7 years after the Effective Date and,
subject to clause 19.5, allow RGL to access and make copies of those records,
provided that:


 


(a)                                if a
Claim to which any records are relevant has been commenced prior to the end of
that 7 year period, but has not been finally determined as at the expiration of
that time, then CSR must maintain those records until the Claim has been
finally determined, settled, withdrawn or discontinued; and


 


51

















 


(b)                                if for
any other reason RGL reasonably requires that CSR maintain any such records for
a period greater than 7 years after the Effective Date, then,


 


(1)                                no later than 6 months prior to the end of the period 7 years after
the Effective Date, RGL shall identify those records which it requires to be
kept, and the period for which they are to be kept;


 


(2)                                CSR shall make such arrangements as it considers appropriate for the
storage of those records, at RGL’s cost; and


 


(3)                                CSR shall not be required to retain any records under this
clause 19.3(b) if RGL fails or refuses to pay that cost,


 


and the parties will, in dealing with records
in the manner referred to in this clause have regard to the extent to which
legal professional privilege or similar privilege extends to any record and
must use their best endeavours to avoid doing anything that will cause that
privilege to be waived, extinguished or lost by a party in relation to Third
Parties. This clause does not apply to internal records created after the
Effective Date.


 


19.4                       Indemnity
and release by CSR - Business Records


 


(a)                                  CSR
indemnifies RGL against all Claims and Liabilities in relation to the transfer
of records and the information in those records transferred by a RGL Group
Member or a Representative of them to a CSR Group Member or a Representative of
them pursuant to a Transaction Document.


 


(b)                                CSR
and each CSR Group Member acknowledges and warrants to RGL and each RGL
Beneficiary that it:


 


(1)                                will have no right to make a Claim against RGL or any RGL
Beneficiary; and


 


(2)                                irrevocably and unconditionally releases RGL and each RGL
Beneficiary from any Liability,


 


in relation to the transfer of records and
information in those records referred to in clause 19.4(a), including in
relation to any errors, incompleteness or misleading, deceptive or out of date
statements, including by omission, relating to those records or information.


 


19.5                       Privileged
records


 


(a)                                  CSR
and RGL shall each use all reasonable efforts to comply with clauses 19.1 and
19.3 without waiving or affecting any legal professional privilege,
attorney-client privilege, work product privilege or similar privilege that
would otherwise apply.


 


(b)                                 Nothing
in clauses 19.1, 19.3 or 19.5(a) requires a party to allow the other party
access to, or to make copies of, any record where such access or copying would,
or would be likely to (in the reasonable opinion of the party who owns the
record), constitute a waiver of or otherwise affect any legal professional
privilege, attorney-client privilege, work product privilege or similar
privilege that would otherwise apple.


 


52

















 


20                                 GST


 


20.1                       Interpretation


 


Any reference in this clause to a term
defined or used in A New Tax System (Goods and Services Tax) Act 1999 is,
unless the context indicates otherwise, a reference to that term as defined or
used in that Act.


 


20.2                       GST payable


 


(a)                                  Unless
expressly included, the consideration for any supply under or in connection
with this deed does not include GST.


 


(b)                                 To
the extent that any supply made under or in connection with this deed is a
taxable supply, the recipient must pay, in addition to the consideration
provided under this deed for that supply (unless it expressly includes GST) an
amount (additional
amount) equal to the amount of that consideration (or its GST
exclusive market value) multiplied by the rate at which GST is imposed in
relation to the supply. The recipient must pay the additional amount at the
same time as the consideration to which it is referable.


 


(c)                                 Whenever
an adjustment event occurs in relation to any taxable supply to which clause
20.2(b) applies:


 


(1)                                the supplier must determine the amount of the GST component of the
consideration payable; and


 


(2)                                if the GST component of that consideration differs from the amount
previously paid, the amount of the difference must be paid by, refunded to or
credited to the recipient, as the case may be.


 


20.3                       Tax Invoices


 


The supplier must issue a Tax Invoice to the
recipient of a taxable supply to which clause 20.2 applies no later than
the time at which the additional amount in relation to that taxable supply is
payable pursuant to clause 20.2(b).


 


20.4                       Reimbursements and similar payments


 


If either party is entitled under this deed
to be reimbursed or indemnified by the other party for a cost or expense
incurred in connection with this deed, the reimbursement or indemnity payment
must not include any GST component of the cost or expense for which an input
tax credit may be claimed by the party being reimbursed or indemnified, or by
its representative. A party will be assumed to be entitled to a full input tax
credit unless it demonstrates that its entitlement is otherwise. If the
consideration payable is a reimbursement or indemnification of a loss by
reference to income earned, the consideration shall be the income which would
have been earned exclusive of GST.


 


20.5                       Clawback of GST


 


If an amount paid by a party to this deed as
an additional amount under clause 20.2 and the amount of GST is not payable or
the amount of GST is less than the additional amount paid, the payer shall be
entitled to recover the amount paid from the supplier by serving a notice on
the supplier.


 


53

















 


21                                 Confidentiality


 


21.1                       No obligation to provide Confidential Information


 


Nothing in this clause 21 obliges a party to
provide any of its Confidential Information to any other party.


 


21.2                       CSR’s
Confidential Information


 


(a)                                 CSR’s
Confidential Information must not be disclosed by a RGL Beneficiary to any
person except:


 


(1)                                with the prior consent of CSR (which may be withheld in its absolute
discretion); or


 


(2)                                to employees, advisers or auditors of a RGL Beneficiary who need the
information for the purposes of the Scheme, the Demerger, Listing or a
Transaction Document or to the extent necessary for the conduct of the RGL
Businesses; or


 


(3)                                if required by Law or rules of a stock exchange; or


 


(4)                                if required in connection with legal proceedings relating to a
Transaction Document,


 


and in any such cases (except paragraph (3)),
the discloser must use reasonable endeavours to ensure that any recipient keeps
that information confidential.


 


(b)                                 CSR’s
Confidential Information must not be used by any RGL Beneficiary to the
commercial, financial or competitive disadvantage of the CSR Group.


 


21.3                       RGL’s
Confidential Information


 


(a)                                 RGL’s
Confidential Information must not be disclosed by a CSR Beneficiary to any
person except:


 


(1)                                with the prior consent of RGL (which may be withheld in its absolute
discretion); or


 


(2)                                to employees, advisers or auditors of a CSR Beneficiary who need the
information for the purposes of the Scheme, the Demerger, Listing or a
Transaction Document or to the extent necessary for the conduct of the CSR
Businesses; or


 


(3)                                if required by Law or rules of a stock exchange; or


 


(4)                                if required in connection with legal proceedings relating to a
Transaction Document,


 


and in any such cases (except paragraph (3)),
the discloser must use reasonable endeavours to ensure that any recipient keeps
that information confidential.


 


(b)                                 RGL’s
Confidential Information must not be used by any CSR Beneficiary to the
commercial, financial or competitive disadvantage of the RGL Group


 


54

















 


21.4                       Return
of Confidential Information


 


A party who has received Confidential
Information from another party must promptly deliver to that party or destroy
material containing or referring to that information in its (or people it has
disclosed it to) possession, power or control on the request of the other party
(except where that information has ceased to be confidential, other than in
breach by the recipient party of this deed or where the information is still
being used for the purpose for which it was provided under this deed).


 


22                                 Dispute
Resolution


 


(a)                                  The
parties agree to use reasonable endeavours, acting in good faith, to settle
disputes arising between the parties in connection with this deed. The
following procedure does not limit this general obligation. This clause 22 will
not apply in respect of any dispute referred to in clauses 13.6(f) or 18.8.


 


(b)                                 A party may be notice to any other party inform that other party
that it considers there is a dispute between them and that clause 22(c) should
be complied with in relation to the dispute.


 


(c)                                 If a
dispute arises between the parties, both parties must attempt to resolve the
dispute:


 


(1)                                between representatives of the parties at the level of seniority at
which the dispute arose (Representatives);


 


(2)                                if the Representatives are unable to resolve the dispute after 5 Business
Days of the dispute arising, the Representatives must refer the dispute to the
parties’ respective managers, or other persons (by whatever title called), who
are one level of seniority above the Representatives (Managers);


 


(3)                                if the Managers are unable to resolve the dispute after 5 Business
Days of the dispute having been referred to them, the Managers must refer the
dispute to the Chief Executive Officers of each of the disputing parties; and


 


(4)                                if the Chief Executive Officers of each of the disputing parties
fail to resolve the dispute within 30 days of the dispute having being referred
to them, either party may commence court proceedings in relation to the
dispute.


 


(d)                                 This
clause does not prevent any disputing party from obtaining any injunctive or
declaratory relief from a court which in that Party’s reasonable opinion is
urgently required.


 


(e)                                  Notwithstanding
the existence of a dispute, the parties must continue to perform their
obligations under this deed.


 


55

















 


23                                 General


 


23.1                       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
or any CSR Group Member:


 


Address:                                           Level 1, 9
Help Street, Chatswood, NSW 2067, Australia


 


Attention:                                     The Company
Secretary


 


Facsimile:                                        +61 2 9235
8055; and


 


(B)                               if to
RGL or any RGL Group Member:


 


Address:                                           Level 8,
Tower B, 799 Pacific Highway, Chatswood, NSW 2067 Australia


 


Attention:                                     The Company
Secretary


 


Facsimile:                                        +61 2 9412
6666,


 


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;


 


(B)                               if by
post, 3 Business Days from and including the date of postage; or


 


(C)                               if by
facsimile transmission, whether or not legibly received, when received by the
addressee,


 


but if the delivery or receipt is on a day
which is not a Business Day or is after 4.00 pm (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)                                 A
facsimile transmission is regarded as legible unless the addressee telephones
the sender within 3 hours after transmission is received or regarded as
received under clause 23.1(a)(3) and informs the sender that it is not legible.


 


(c)                                  In
this clause 23.1, a reference to an addressee includes a reference to an
addressee’s officers, agents or employees or any person reasonably


 


56

















 


believed
by the sender to be an officer, agent or employee of the addressee.


 


23.2                       Representations
and warranties


 


Each party represents and warrants to the
other that:


 


(a)                                 registration: it is a
corporation as that expression is defined in the Corporations Act having
limited liability, registered (or taken to be registered) and validly existing
under the Corporations Act;


 


(b)                                authority: it has full power
and authority to enter into and perform its obligations under this deed;


 


(c)                                 authorisations: it has taken
all necessary action to authorise the execution, delivery and performance of
this deed in accordance with its terms;


 


(d)                                binding obligations: this
deed constitute its legal, valid and binding obligations, and subject to any
necessary stamping and registration, is enforceable in accordance with its
terms subject to laws generally affecting creditors’ rights and to principles
of equity; and


 


(e)                                 transaction permitted: the
execution, delivery and performance by it of this deed does not and will not
violate, breach, or result in a contravention of:


 


(1)                                 any law, regulation or
authorisation; or


 


(2)                                 its constitution or
other constituent documents.


 


23.3                       Reliance on
representations


 


Each party acknowledges that the other party
has entered into this deed in reliance on the representations and warranties in
clause 23.2.


 


23.4                       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 exclusive jurisdiction of the courts
of New South Wales, Australia.


 


23.5                       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.


 


57

















 


23.6                       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.


 


23.7                       Variation


 


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


 


23.8                       Costs and
expenses


 


Subject to clause 3.5, each party must
pay its own legal costs and expenses in relation to the negotiation,
preparation, completion and stamping of this deed.


 


23.9                       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.


 


23.10                Assignment


 


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


 


23.11                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, the Demerger
Principle and the Scheme, including, negotiating in good faith with respect to
any matters requested by any of the parties to this deed.


 


23.12                Entire
agreement


 


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


 


58

















 


23.13                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.


 


23.14                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.


 


23.15                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.


 


59

















 


Schedule
1 - Internal Restructure Documents


 


•                                         Deed
of copyright assignment dated 29 November 2002 between CSR and RGL.


 


•                                         Deed
of copyright assignment dated 29 November 2002 between RGL and RHPL.


 


•                                         Deed
of trade mark assignment dated 29 November 2002 between CSR and RGL.


 


•                                         Deed
of trade mark assignment dated 29 November 2002 between RGL and RHPL.


 


•                                         Deed
of design assignment dated 29 November 2002 between RGL and RHPL.


 


•                                         Deed
of design assignment dated 29 November 2002 between CSR and RGL.


 


•                                         Deed
of design assignment dated 29 November 2002 between CSR Readymix (Australia)
Limited (in liquidation) and RGL.


 


•                                         Deed
of patent assignment dated 29 November 2002 between CSR Humes Pty Limited (in
liquidation) and RGL.


 


•                                         Deed
of patent assignment dated 29 November 2002 between CSR and RGL.


 


•                                         Deed
of patent assignment dated 29 November 2002 between RGL and RHPL.


 


•                                         Confirmatory
deed of domain name transfer dated 29 November 2002 between CSR, CSR Humes Pty
Ltd (in liquidation), The Readymix Group (Australia) Limited (in liquidation)
and RHPL.


 


•                                         Deeds
of assignment relating to the transfer of international intellectual property from members of the CSR Group to
RHPL.


 


•                                         The
business sale agreement between CSR, CSR Humes Pty Ltd (in liquidation), Farley
& Lewers Limited, CSR Readymix (Australia) Pty Limited (in liquidation),
Sellars Holdings Limited (in liquidation) and RHPL dated during October 2002 in
respect of those parts of the Readymix and Humes businesses that are conducted
in New South Wales and Victoria.


 


•                                         The
business sale agreement between CSR, CSR Readymix (Australia) Pty Limited (in
liquidation), CSR Humes Pty Ltd (in liquidation), Australian Blue Metal Limited
and RHPL dated 29 November 2002 in respect of those parts of the Readymix
and Humes businesses that are conducted in the Northern Territory.


 


•                                         The
business sale agreement between CSR, CSR Readymix (Australia) Pty Limited (in
liquidation), CSR Humes Pty Ltd (in liquidation), The Readymix Group (Aust)
Limited (in liquidation) and RHPL dated 29 November 2002 in respect of those
parts of the Readymix and Humes businesses that are conducted in Western
Australia.


 


•                                         The
business sale agreement between CSR, CSR Readymix (Australia) Pty Limited (in liquidation),
CSR Humes Pty Ltd (in liquidation), The Readymix Group (Aust) Limited (in
liquidation) and RHPL dated 29 November 2002 in respect of those parts of the
Readymix and Humes businesses that are conducted in South Australia.


 


•                                         The
business sale agreement between CSR, CSR Readymix (Australia) Pty Limited (in
liquidation), CSR Humes Pty Ltd (in liquidation) and RHPL dated 29 November
2002 in respect of those parts of the Readymix and Humes businesses that are
conducted in the Australian Capital Territory.


 


60

















 


•                                         The
business sale agreement between CSR, CSR Readymix (Australia) Pty Limited (in liquidation),
CSR Humes Pty Ltd (in liquidation) and RHPL dated 29 November 2002 in respect
of those parts of the Readymix and Humes businesses that are conducted in
Tasmania.


 


•                                         The
“stage 1” business sale agreement between CSR, CSR Readymix (Australia) Pty
Limited (in liquidation), CSR Humes Pty Ltd (in liquidation), CSR Readymix
(Qld) Pty Limited, F & L (Qld) Pty Limited and RGL dated 29 November 2002
in respect of those parts of the Readymix and Humes businesses that are
conducted in Queensland.


 


•                                         The
“stage 2” business sale agreement between RGL and RHPL dated 29 November 2002
in respect of those parts of the Readymix and Humes businesses that are
conducted in Queensland.


 


•                                         Section
421 notices dated 29 November 2002 between CSR, RGL and RHPL relating to
properties recorded in the Environmental Management Register.


 


•                                         Section
123 notices dated 29 November 2002 between CSR, RGL and RHPL relating to
environmental licences requiring application under Environmental Protection
legislation.


 


•                                         The
deed of limitation of liability and variation dated on or about 27 March 2003
between the CSR, CSR Readymix (Qld) Pty Limited, CSR Readymix (Australia) Pty
Limited (in liquidation), CSR Humes Pty Limited (in liquidation), Farley &
Lewers Limited, Sellars Holdings Limited (in liquidation), F&L (Qld) Pty
Limited, Australian Blue Metal Limited (in liquidation), the Readymix Group
(Australia) Limited (in liquidation), RGL and RHPL.


 


•                                         The
deed relating to the transfer of certain contracts dated 29 November 2002
between CSR, The Readymix Group (Australia) Limited (in liquidation), F & L
(Qld) Pty Limited, CSR Humes Pty Limited (in liquidation), CSR Readymix (Qld)
Pty Limited and RHPL.


 


•                                         The
option deed proposed to be signed between CSR and RHPL relating to certain land
and sand at Golden Grove, South Australia.


 


•                                         The
deed of assignment – Principal Contracts dated on or about 27 March 2003
between CSR, CSR Emoleum Services Pty Limited, Farley & Lewers Limited, F
& L (Qld) Pty Limited, CSR Readymix (Australia) Pty Limited (in
liquidation), The Readymix Group (Australia) Limited (in liquidation) and RHPL
relating to CSR’s interest in principal contracts of the CSR Emoleum
partnership.


 


•                                         The
deed of assignment – Partnership Interest and PCA Facility Agreement Interest
dated on or about 27 March 2003 between CSR, Readymix Roads Group Pty Limited
and RHPL relating to CSR’s partnership interest and PCA Facility Agreement
Interest in the CSR Emoleum Partnership.


 


•                                         The
deed of assumption, release and accession dated on or about 27 March 2003
between CSR, Vacuum Oil Company Pty Limited, Mobil Oil Australia Pty Limited,
Emoleum (Australia) Pty Limited, Vacuum Road Services Pty Ltd, , Readymix Roads
Group Pty Limited, CSR Emoleum Services Pty Limited, Farley & Lewers
Limited, F & L (Qld) Pty Limited, CSR Readymix (Australia) Pty Limited (in
liquidation), The Readymix Group (Australia) Pty Limited (in liquidation) and
RHPL relating to the CSR Emoleum partnership.


 


61

















 


•                                         The
deed of assumption, release and accession dated on or about 27 March 2003
between CSR, Vacuum Road Services Pty Limited, Alex Fraser Asphalt Holdings Pty
Ltd and Readymix Roads Group Pty Limited.


 


•                                         The
share sale agreement dated 20 March 2003 between CSR Investments Pty Limited
and RHPL relating to the sale and purchase of shares in CSR Emoleum Services
Pty Limited.


 


•                                         Deed
of trade mark assignment dated on or about 27 March 2003 March 2003 between CSR
and RHPL relating to the CSR Emoleum partnership.


 


•                                         The
trade mark licence dated on or about 27 March 2003 between Readymix Roads Group
Pty Limited and Vacuum Road Services Pty Limited, as Partners of the Emoleum
partnership, and Emoleum (Australia) Pty Ltd licensing the Emoleum partnership
to use the “Emoleum” name.


 


•                                         Licence
from Emoleum (Australia) Pty Ltd to CSR Emoleum Services Pty Limited dated on
or about 27 March 2003 relating to use of “Emoleum” trade mark in CSR Emoleum
Services Pty Limited’s company name.


 


•                                         The
deed of assignment proposed to be signed between CSR and RHPL relating to CSR’s
interest in the Flynn Drive joint venture.


 


•                                         The
deed of assumption, release and accession dated proposed to be signed between
CSR, PMR Quarries Pty Limited, Concept Nominees Pty Limited and RHPL relating
to the Flynn Drive joint venture.


 


•                                         The
deed of assumption, release and consent dated proposed to be signed between
CSR, Western Australian Land Authority, PMR Quarries Pty Limited, Concept
Nominees Pty Limited and RHPL relating to the Flynn Drive joint venture.


 


•                                         The
deed of assignment dated on or about 27 March 2003 between CSR and RHPL
relating to CSR’s interest in the Heatherton Sand Supplies joint venture.


 


•                                         The
deed of assumption, release and accession dated on or about 27 March 2003
between CSR, Boral Transport Limited and RHPL relating to the Heatherton Sand
Supplies joint venture.


 


•                                         The
deed of retirement and appointment of trustee dated on or about 27 March 2003
between CSR and RHPL relating to the Heatherton Sand Supplies joint venture.


 


•                                         Deed
of consent dated 17 October 2002 between CSR Investments (Asia) Pty Ltd and
Tianjin Building Materials General Supply Corporation for the transfer of CSR
Investments (Asia) Pty Ltd’s shareholding in CSR (Tianjin) Readymix Co Ltd to
RHPL.


 


•                                         Assignment
agreement dated 31 October 2002 between CSR Investments (Asia) Pty Ltd and RHPL
relating to the assignment of CSR Investments (Asia) Pty Ltd’s shareholding in
CSR (Tianjin) Readymix Co Ltd to RHPL.


 


•                                         Deed
of consent and novation proposed to be signed between Farley & Lewers
Limited, Readymixed Concrete Limited, Boral Resources (NSW) Pty Ltd, Hanson
Australia Pty Ltd and RHPL relating to the transfer of shares in the Penrith
Lakes Development Corporation Limited and novation of agreements to RHPL.


 


•                                         Share
sale agreement proposed to be signed between Farley & Lewers Limited,
Readymixed Concrete Limited and RHPL in relation to the sale and purchase of
shares in Penrith Lakes Development Corporation Limited.


 


62

















 


•                                         Share
sale agreement dated on or about 27 March 2003 between CSR, RHPL and Bettaform
Constructions Pty Limited in relation to the sale and purchase of shares in
Bettaform Constructions Pty Limited.


 


•                                         Share
sale agreement dated on or about 27 March 2003 between CSR and RHPL in relation
to the sale and purchase of shares in Ballestrin Concrete Constructions Pty
Limited.


 


•                                         Agency
agreement dated 3 October 2002 between CSR and RHPL.


 


•                                         Agency
agreement dated 29 November 2002 between CSR and RHPL.


 


•                                         Deeds
of novation and deeds of assignment and assumption relating to the novation or
assignment to RHPL and its subsidiaries of contracts used in the Readymix and
Humes businesses or any of the joint ventures or partnership transferred to
RHPL and its subsidiaries.


 


•                                         Freehold
property transfers relating to properties used in the Readymix and Humes
businesses or any of the joint ventures or partnership transferred to RHPL.


 


•                                         Deed
of consent dated 1 October 2002 between Hanson Australia Pty Limited, CSR
Investments Pty Limited and RHPL relating to the sale of CSRI’s 50% interest in
Australian Cement Holdings Limited to RHPL.


 


•                                         Share
sale agreement dated 3 October 2002 between CSR Investments Pty Limited and
RHPL in relation to the sale of CSRI’s 50% interest in Australian Cement
Holdings Limited to RHPL.


 


•                                         Deed
of novation and consent dated 1 October 2002 between Pioneer Concrete (NSW) Pty
Limited, Metromix Pty Limited, South Coast Basalt Pty Limited, CSR and RHPL
relating to the transfer of CSR’s shareholding in Metromix to RHPL.


 


•                                         Deed
of consent to change of control dated 10 March 2003 between Hanson Australia
Investments Pty Limited and RHPL relating to RHPL (as a shareholder in
Metromix) ceasing to be a member of the CSR group


 


•                                         Share
sale agreement dated 3 October 2002 between CSR Investments Pty Limited and
RHPL in relation to the sale of CSRI’s 50% interest in Metromix Pty Limited to
RHPL.


 


•                                         Share
sale agreement dated 3 October 2002 between CSR Investments Pty Limited and
RHPL in relation to the sale of CSRI’s 50% interest in PF Concrete (NSW) Pty
Limited to RHPL.


 


•                                         Deed of novation
between Etra Pty Ltd as trustee for PF Formation Trust, CSR Investments Pty Ltd
and Readymix Holdings Pty Limited dated 1 October 2002.


 


•                                         Deed of novation
between PF Concrete (NSW) Pty Limited, Readymix Holdings Pty Limited and CSR
Limited dated 1 October 2003.


 


•                                         Deed of novation
between CSR Limited, Readymix Holdings Pty Limited, John Alexander Graham and
Paul Alexander Graham dated 9 July 2002.


 


•                                         Transition
and shared services agreement dated on or about 27 March 2003 between CSR and
RGL relating to the provision of services post demerger.


 


•                                         Promissory
notes to be issued as consideration for the sale of businesses, shares and
joint venture and partnership interests.


 


•                                         Gift
of $120m from CSR to RGL.


 


63

















 


•                                         Deed of assignment, assumption, release and
accession dated 25 March 2003 between CSR Limited, Rinker Group Limited, Mackay
Sugar Co-operative Association Limited, ED&F Man New Zealand Limited,
ED&F Man Australia Pty Limited, New Zealand Sugar Company Limited, CSR
Sugar Investments Pty Limited and Sugar Australia Pty Limited.


 


•                                         Guarantee and indemnity dated 25 March 2003
between CSR Limited and ED&F Man New Zealand Limited.


 


•                                         Guarantee and indemnity dated 25 March 2003
between CSR Limited and Mackay Sugar Co-operative Association Limited.


 


•                                         Specific security deed dated 25 March 2003
between Mackay Sugar Co-operative Association Limited, ED&F Man New Zealand
Limited, New Zealand Sugar Company Limited and CSR Sugar Investments Pty
Limited.


 


•                                         Deed of priority dated 25 March 2003 Mackay
Sugar Co-operative Association Limited, ED&F Man New Zealand Limited, New
Zealand Sugar Company Limited and CSR Sugar Investments Pty Limited.


 


•                                         Share sale agreement dated 25 March 2003
between Rinker Group Limited and CSR Sugar Investments Pty Limited.


 


•                                         Share transfer form dated 25 March 2003
between Rinker Group Limited and CSR Sugar Investments Pty Limited.


 


•                                         IT hardware sale agreement to be signed on
or about 28 March 2003 between CSR Limited and Readymix Holdings Pty Limited.


 


64

















 


Schedule
2 – Former Businesses


 


Part
1 - Former CSR Businesses


 


(a)                                  The
businesses involving the:


 


(1)                                mining of asbestos;


 


(2)                                sale of asbestos; or


 


(3)                                manufacture, or sale of, products containing asbestos,


 


conducted by the following companies:


 


(A)                             CSR Limited;


 


(B)                               Midalco Pty Limited;


 


(C)                               Seltsam Pty Limited;


 


(D)                              Asbestos Products Pty Limited (in
liq);


 


(E)                                Bradford Insulation Industries
Pty Limited;


 


(F)                                BI (Contracting) Pty Limited;


 


(G)                               Bradford Insulation (SA) Pty
Limited (in liq);


 


(H)                              Bradford Insulation (WA) Pty
Limited (in liq);


 


(I)                                   Thiess Brothers Pty Limited; and


 


(J)                                  Formica Australia Pty Limited.


 


(b)                                 The following businesses
conducted by CSR or CSR Group Members:


 


(1)                                timber;


 


(2)                                timber products;


 


(3)                                cane fibre products;


 


(4)                                CCA timber;


 


(5)                                Guangzhou kitchens;


 


(6)                                Sterlands timber frames;


 


(7)                                Sydney roof trusses;


 


(8)                                Corinthian doors Asia;


 


(9)                                Home units;


 


(10)                          Oil & Gas exploration and
production;


 


(11)                          Synko-Beadex;


 


(12)                          Bradford Enacon;


 


(13)                          Bradford Holdings Inc ;


 


(14)                          Bradford Air;


 


(15)                          Expanded Polystyrene Systems;


 


(16)                          Fibre-concrete;


 


(17)                          UK plasterboard;


 


65

















 


(18)                          Gove bauxite & alumina;


 


(19)                          minerals:


 


(A)                             tin;


 


(B)                               gold; and


 


(C)                               iron ore;


 


(20)                          coal mining;


 


(21)                          research laboratories;


 


(22)                          Anticay;


 


(23)                          sugar refining;


 


(24)                          Fiji sugar mills;


 


(25)                          NSW sugar mills;


 


(26)                          Ord River sugar mill;


 


(27)                          sugar agency activities;


 


(28)                          Pastoral businesses;


 


(29)                          CSR Sugar Milling Technology;


 


(30)                          Anchor foods;


 


(31)                          Hebel Taiwan;


 


(32)                          Havelock foods.


 


Part
2 - Former RGL Businesses


 


(a)                                  The
businesses conducted by:


 


(1)                                 Goliath Cement Holdings Limited;


 


(2)                                 Centralian Industries; and


 


(3)                                 Farley & Lewers Limited.


 


(b)                                 The
plastiline business carried on by CSR Taiwan Co. Ltd.


 


(c)                                  The
landfill businesses conducted at Springvale, Devils Bend and Lyndhurst.


 


(d)                                 Contract
mining.


 


(e)                                  Downer
group.


 


(f)                                    Construction
services.


 


(g)                                 CSR
contracting.


 


(h)                                 Taiwan
concrete pipes, segments and other concrete products, including Chang Chien.


 


(i)                                     Asphalt.


 


(j)                                     Humes
UK.


 


(k)                                  Southern
Aggregates.


 


(l)                                     American
Aggregates.


 


66

















 


(m)                               CSR
Horsangchai (Thailand).


 


67

















 


Schedule
3 – Demerger Costs


 


Part
1 – CSR Demerger Costs


 


CSR is responsible for the following costs
associated with the Demerger to the extent that such costs relate to the CSR
Group ceasing to carry on the Non-US RGL Businesses:


 


(a)                                  legal costs (including stamp duty);


 


(b)                                 costs in relation to investor relations;


 


(c)                                  costs of financial advisers, including ABN AMRO Rothschild and
Credit Swiss First Boston and other brokers;


 


(d)                                 costs of the independent expert;


 


(e)                                  costs associated with other expert reports and opinions;


 


(f)                                    costs of the investigating accountant; and


 


(g)                                 costs of obtaining the solvency opinions.


 


(h)                                 costs of brokerage on CSR shares after demerger per Part 2.8 of
Scheme Booklet.


 


Part 2 – CSR Demerger Costs


 


CSR is responsible for the following costs:


 


(a)                                  costs
of Taxation advice and Tax rulings relating to the Demerger;


 


(b)                                 costs of obtaining human resources, employee share plan and
personnel advice and associated expenditure including retrenchments relating to
the Demerger.


 


(c)                                 costs
of establishing new banking facilities for the CSR Group;


 


(d)                                costs
of restructuring US$ bonds issued by CSR Finance (i.e., the 2025 bonds); and


 


(e)                                 costs
associated with the acquisition and development of IT infrastructure for the
CSR Group.


 


Part
3 - RGL Demerger Costs


 


A RGL Group Member is responsible for the
following costs associated with the Demerger to the extent that such costs
relate to the raising of equity in RHPL or RGL in relation to the Demerger:


 


(a)                                  costs
of preparing and distributing the scheme booklet;


 


(b)                                 costs
associated with obtaining RGL’s listing on the ASX;


 


(c)                                  legal
costs (including stamp duty);


 


(d)                                 costs
in relation to investor relations;


 


(e)                                  costs
of financial advisers, including ABN AMRO Rothschild and Credit Swiss First
Boston and other brokers;


 


(f)                                    costs
of the independent expert;


 


(g)                                 costs
associated with other expert reports and opinions;


 


(h)                                 costs
of the investigating accountant; and


 


(i)                                     costs
of obtaining the solvency opinions.


 


68

















 


Part 4 - RGL Demerger Costs


 


A RGL Group Member is responsible for the following costs:


 


(a)                                  costs associated with the transfer, assignment or novation of
permits, contracts, licences, property leases and titles from the CSR Group to
the RGL Group.;


 


(b)                                 costs associated with the development of the RGL Group brand and
logo;


 


(c)                                  costs associated with the development of standard form contracts and
terms of trade for the RGL Group;


 


(d)                                costs
associated with the acquisition and development of IT infrastructure for the
RGL Group;


 


(e)                                  costs associated with the establishment of business systems for the
RGL Group;


 


(f)                                    costs associated with the rebranding of RGL Group assets;


 


(g)                                 costs associated with RGL Group Members relocating their offices;


 


(h)                                 costs of establishing new banking facilities for the RGL Group;


 


(i)                                     costs of repurchasing US$ bonds on issue by Rinker Materials (i.e.,
the 2004 bonds);


 


(j)                                     costs of restructuring US$ bonds guaranteed by CSR (i.e., the 2005
bonds);


 


(k)                                  costs of issuing new US$ bonds in exchange for existing CSR Finance
bonds (i.e., the 2025 bonds); and


 


(l)                                     costs of restructuring other banking and financing arrangements for
the RGL Group.


 


69

















 


Schedule
4 – “Readymix properties” to be retained by CSR


 


(1)                                 Lot
1 Birnie Ave, Lidcombe, NSW (description: 1/785582);


 


(2)                                 “Old
Man Valley”, Quarry Road, Hornsby, NSW (volume: 10454, folio: 127, description:
A-E/318676);


 


(3)                                 “Old
Man Valley”, Quarry Road, Hornsby, NSW (volume: 2169, folio: 188, description:
Part Portion 75);


 


(4)                                 “Old
Man Valley”, Quarry Road, Hornsby, NSW (volume: 3172, folio: 189, description:
Part Portion 75);


 


(5)                                 14a
Dural Street, Hornsby, NSW (description: 1/215510);


 


(6)                                 30
Kings Road (Industrial Drive), Tighes Hill, NSW (volume: 7104, folio: 160,
description: 1/394657 and E/385667);


 


(7)                                 567-619
Castlereagh Road, Agnes Banks, NSW (volume: 11070, folio: 57, description:
1/67495)


 


(8)                                 Agnes
Banks, NSW (description: Part 29/752021);


 


(9)                                 2-40
Brooks Land, Agnes Banks, NSW (description: Part 3 Portion 97);


 


(10)                           567B
Castlereagh Road, Agnes Banks, NSW (volume: 15162, folio: 194, description:
1/115578);


 


(11)                           567A
Castlereagh Road, Agnes Banks, NSW (volume: 11138, folio: 168, description:
1/653562);


 


(12)                           567D
Castlereagh Road, Agnes Banks, NSW (description: 120/752021);


 


(13)                           567F
Castlereagh Road, Agnes Banks, NSW (description: 119/752021);


 


(14)                           567C
Castlereagh Road, Agnes Banks, NSW (volume: 12299, folio: 235, 131/752021);


 


(15)                           567E
Castlereagh Road, Agnes Banks, NSW (volume: 15162, folio: 195, description:
132/752021);


 


(16)                           627A
Castlereagh Road, Agnes Banks, NSW (volume 13173, folio: 250, description:
43/585210);


 


(17)                           16a
Rickards Road, Agnes Banks, NSW (volume: 8312, folio: 136, description:
B/444984);


 


(18)                           Lots 92
& 93 Mamre Road, Erskine Park, NSW (description: 92 & 93/838541);


 


(19)                           Tambourine-Oxenford
Road, Oxenford, Qld (volume: 149360, folio: 10, description: 50400859);


 


(20)                           Tambourine-Oxenford
Road, Oxenford, Qld (volume: 869093, folio: 5, description: 18814123);


 


(21)                           Palmer
Road, Neerim North, Vic (volume: 9381, folio: 649, description: Crown Allotment
178);


 


(22)                           63
Palmer Road, Neerim North, Vic (volume: 10611, folio: 590, description: Crown
Allotment 179);


 


(23)                           63
Palmer Road, Neerim North, Vic, (volume: 8209, folio 297, description: Crown
Allotment 182);


 


70

















 


(24)                           87
Palmer Road, Neerim North, Vic (volume: 10065, folio: 186, description: Crown
Allotment 181);


 


(25)                           Ferntree
Gully Road, Ferntree Gully, Vic (volume: 9602, folio: 600, description: Lot 47 on PS6830);


 


(26)                           Ferntree
Gully Road, Ferntree Gully, Vic (volume: 9602, folio: 601, description: Lot 48 on PS6830));


 


(27)                           Ferntree
Gully Road, Ferntree Gully, Vic (volume: 9602, folio: 602, description: Lot 51 on PS6830);


 


(28)                            Ferntree Gully Road, Ferntree Gully, VIC, (volume: 9602, folio 617,
description Lot 49 on PS6830);


 


(29)                            Ferntree Gully Road, Ferntree Gully, VIC, (volume: 9602, folio 618,
description Lot 50 on PS6830);


 


(30)                            20 Butlers Road, Ferntree Gully, VIC, (volume: 7894, folio: 083,
description: Lot 1 on PS25823);


 


(31)                            Lady’s Walk, Ferntree Gully, VIC, (volume: 9235, folios: 295 & 296, description: Part
CAs 103A & 78);


 


(32)                            Butlers Road, Ferntree Gully, VIC, (volume:
7894, folio: 082, description: Lot 2 on
PS25823);


 


(33)                            View Road, Ferntree Gully, VIC, (volume: 4409, folio: 881697,
description: Lots 28 – 31 on PS6830);


 


(34)                            Railway Road, Ferntree Gully, VIC, (volume: 3028, folio: 588,
description: Part Crown Allotment 117);


 


(35)                            View Road, Ferntree Gully, VIC, (volume: 6237, folio: 1247251,
description: Part lot 27 on PS6830
& Pt Crown Allot 103A);


 


(36)                            View Road, Ferntree Gully, VIC, (volume: 8820, folio: 292, description:
Crown Allotment 103A);


 


(37)                            View and Railway Roads, Ferntree Gully, VIC, (volume: 3960, folio:
791965, description: Lots 44 & 45
on PS6830 & part of Crown Allotment 118);


 


(38)                            Hillside Crescent, Ferntree Gully, VIC, (volume: 4925, folio: 984944,
description: Part Crown Allotment 78);


 


(39)                            Railway Road, Ferntree Gully, VIC, (volume: 8305, folio: 388,
description: Part Crown Allotment 78);


 


(40)                            Butlers Road, Ferntree Gully, VIC, (volume: 9602, folio 605, volume:
6016, folio: 1203016, volume: 7368, folio: 1473560, volume: 8136, folio: 354,
volume: 8989, folio: 379, description: Part lots 4 & 5 on PS793);


 


(41)                            Butlers Road and Lady’s Walk, Ferntree Gully, VIC, (volume: 9435, folio:
622, description: Part lot 24 on PS6830);


 


(42)                            Butlers Road and Lady’s Walk, Ferntree Gully, VIC, (volume: 9602, folio:
606-613, description Lots 1, 2, 5, 6,
7, 8, 9 & 24 on PS6830; volume: 9602, folio: 614, Part Crown Allotments 78 & 103A;
volume: 9602, folio: 615, Part
Crown Allotments 78 & 103A; volume: 9602, folio: 616; Part Crown Allotments 78 & 103A;


 


(43)                            Butlers Road and Lady’s Walk, Ferntree Gully, VIC, (volume: 8502, folio:
071, description: lot 15 on PS6830; volume:
3956, folio: 791163, lot 21 on PS6830
volume:


 


71

















 


3956, folio: 791166, lot 17 on PS6830 volume: 3977, folio:
795336, lot 36 on PS6830 volume:
4015, folio: 802816, lot 16 on PS6830;
volume: 4054, folio: 810769, lot 19 on
PS6830; volume: 4235, folio: 846824, lot 18 on PS6830; volume: 4409, folio: 881698, lot 37 on PS6830; volume: 4850, folio:
969905, lot 10 on PS6830);


 


(44)                            Hillside Crescent, Ferntree Gully, VIC, volume: 4968, folio: 993426, lots 34 & 35 on PS6830; volume:
5085, folio: 1016883, lot 42 on PS6830;
volume: 5112, folio: 1022244, lot 38 on
PS6830; volume: 5288, folio: 1057488, lot 23 on PS6830; volume: 5438, folio: 1087599, lots 39 & 40 on PS6830; volume:
5498, folio: 1099522, lot 22 on PS6830;
volume: 7547, folio: 175, lot 40
& 41 on PS6830; volume: 8718, folio: 370, lot 33 & 41 on PS6830; volume: 8785, folio: 010, lots 11-14 on PS6830; volume: 9602,
folio: 603, lot 20 on PS6830);


 


(45)                            Scoresby, VIC, (volume: 3109, folio: 649, description: Crown Allotment
116);


 


(46)                            Ronalds Road, (Sand Pit) Rosedale, VIC, (volume: 9389, folio: 243,
description: Crown Allotment 304A);


 


(47)                            Part Lot 2 South Western Highway, Donnybrook, WA, (volume: 2038, folio
678, description: Pt 2/14499);


 


(48)                            Hopkins Street, Boulder, WA, (volume: 1477, folio: 677, description:
1/52768);


 


(49)                            Dwyer and James Streets, also fronts Hopkins Street, Boulder, WA,
(volume: 1477, folio: 678, description: Lot 1637);


 


(50)                            Dwyer and Hopkins Streets (fronts both streets), Boulder, WA, (volume:
1477, folio: 679, description: Lot 1654);


 


(51)                            Hamilton Road, Golden Grove, SA, (volume: 5266, folio: 466, description:
1/132692, Pt Sec 5468) (subject to RHPL having a pre-emptive right to purchase
sand on and in the property at the lower of market price and book value);


 


(52)                            Hamilton Road, Golden Grove, SA, (volume: 5266, folio 465, description:
2/132693) ) (subject to RHPL having a pre-emptive right to purchase sand on and
in the property at the lower of market price and book value);


 


(53)                            Lot 23 Abberton Way, Harvey, WA, (volume: 1571, folio: 305, description:
Lot 23 on 57312); and


 


(54)                            39-43
Maxwell Road, Pooraka SA, part sub-division of 4 hectares of Lot 150 (volume:
5202, folio: 97).


 


72

















 


Executed as a deed:


 


 


	
  Executed by CSR
  Limited ACN 000 001 276 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 and registered in New South Wales with the
  Registrar General in Book 4523 No. 229 under the authority of which they
  have executed this instrument.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ C.J. Bertuch

  	
   

  	
  /s/ G.F. Pettigrew

  
	
  Witness

  	
   

  	
  G.F. Pettigrew

  
	
   

  	
   

  	
   

  
	
  C.J. Bertuch

  	
   

  	
  /s/ A.B. Carlton

  
	
  Name (please print)

  	
   

  	
  A.B. Carlton

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed by Rinker
  Group Limited ACN 53 003
  433 118 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 26 March 2003 under the authority of which they have
  executed this instrument.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ D.E. Miller

  	
   

  	
  /s/ F.B. Gill

  
	
  Director

  	
   

  	
  F.B. Gill

  
	
   

  	
   

  	
   

  
	
  D.E. Miller

  	
   

  	
  /s/ P.B. Abraham

  
	
  Name (please print)

  	
   

  	
  P.B. Abraham

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed sealed and
  delivered by

  Readymix
  Holdings Pty Limited

  by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ F.B. Gill

  	
   

  	
  /s/ T.R. Schmitt

  
	
  Director

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
  F.B. Gill

  	
   

  	
  T.R. Schmitt

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  



 


73