Exhibit 4.1.1




 




 




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          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





























 




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(l)(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 13.1 l(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)(l).




 




(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)(l).




 




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 13.1 l(d)(l), 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.




 




(1)                                  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 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




 




(1)                                  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 l03A

&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/ G.F. Pettigrew


  
	

  G.F. PETTIGREW


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  /s/ Chris Bertuch


  	

   


  	

  /s/ A.B. Carlton


  
	

  Witness


  	

   


  	

  A.B. CARLTON


  
	

   


  	

   


  	

   


  
	

  Chris Bertuch


  	

   


  	

   


  
	

  Name(Please Print)


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Executed by Rinker Group Limited

  ABN 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/ F.B. Gill


  
	

  F B GILL


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  /s/ David Edward Miller


  	

   


  	

   


  
	

  Witness


  	

   


  	

  /s/ Peter Brooking Abraham


  
	

   


  	

   


  	

  PETER BROOKING ABRAHAM


  
	

   


  	

   


  	

   


  
	

  DAVID EDWARD MILLER


  	

   


  	

   


  
	

  Name (Please Print)


  	

   


  	

   


  





 




73





























 




	

  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)


  





 




74