Exhibit 4.1.2


 


Bond guarantee indemnity deed


 


 


CSR Limited
ABN 90 000 001 276


 


Rinker Group Limited
ABN 53 003 433 118


 


and


 


Rinker Materials Corporation


 


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This bond guarantee
indemnity deed
is made on 27 March 2003 between the following parties:


 


1                                          CSR Limited

ABN 90 000 001 276

of Level 4, 9 Help Street, Chatswood NSW 2067

(CSR)


 


2                                          Rinker Group Limited

ABN 53 003 433 118

of Level 4, 9 Help Street, Chatswood NSW 2067

(RGL)


 


3                                          Rinker Materials Corporation

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

(RMC)


 


Recitals


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


 


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


 


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


 


The deed witnesses


 


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


 


Definitions and interpretation


 


1.1                               Definitions


 


In this deed:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Corporations Act
means the Corporations Act 2001 (Cth).


 


Demerger has the
same meaning as in the Scheme.


 


Effective Date has
the same meaning as in the Scheme.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)                                  any tax or duty,


 


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


 


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irrespective
of whether the liability:


 


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


 


(h)                                 is at any time
ascertained or unascertained;


 


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


 


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


 


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


 


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


 


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


 


Subsidiary has the
same meaning as in the Corporations Act.


 


Tax means:


 


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


 


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


 


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


 


1.2                               Interpretation


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2                                         Condition precedent


 


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


 


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


 


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


 


3                                         Indemnity and Guarantee


 


3.1                               Indemnity and Letters of Credit


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


provided that:


 


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


 


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


 


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


 


(3)                                  the letter of credit
must be available:


 


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


 


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


 


(e)


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided that:


 


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


 


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


 


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


 


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


 


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


 


provided that:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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(i)                                     RMC must reimburse
CSR for any costs or expenses reasonably incurred in connection with the
cancellation or replacement of a letter of credit under either clause 3.l(e),
3.1(f) or 3.1(g).


 


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


 


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


 


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


 


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


 


3.2                               Demands


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)                                 If:


 


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


 


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


 


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


 


3.3                               Continuing indemnity


 


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


 


(a)                                  any settlement of
account; or


 


(b)                                 the occurrence of any
other thing,


 


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


 


4.                                      Guarantee


 


4.1                               Guarantee


 


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


 


4.2                               Payment and Obligation


 


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


 


12

















 


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


 


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


 


4.3                               Amount of Secured Moneys


 


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


 


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


 


4.4                               Proof


 


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


 


4.5                               Avoidance of payments


 


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


 


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


 


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


 


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


 


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


 


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


 


had not been made.


 


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


 


4.6                               Non-exercise of Guarantors’ rights


 


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


 


13

















 


4.7                               Unconditional nature of obligations


 


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


 


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


 


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


 


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


 


(4)                                  the liquidation of
RMC or RGL;


 


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


 


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


 


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


 


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


 


(9)                                  any moratorium;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14

















 


4.8                               No competition


 


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


 


4.9                               Continuing guarantee


 


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


 


(a)                                  any
settlement of account; or


 


(b)                                 the
occurrence of any other thing,


 


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


 


5                                         Information


 


5.1                               RGL and RMC information


 


RGL and RMC must:


 


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


 


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


 


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


 


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


 


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


 


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


 


5.2                               CSR information


 


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


 


15

















 


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


 


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


 


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


 


6                                         Payments


 


6.1                               Manner of payment


 


All payments to CSR under this deed must be made:


 


(a)                                  in same day funds;


 


(b)                                 in the relevant
currency;


 


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


 


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


 


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


 


6.2                               No withholding or deduction


 


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


 


(b)                                 If:


 


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


 


(2)                                  CSR acting reasonably
is required to pay any Tax (other than an Excluded Tax) in respect of any
payment made by RGL or RMC under this deed, then RGL or RMC (as the case may
be) must:


 


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


 


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


 


16

















 


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


 


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


 


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


 


6.3                               Avoidance of payments


 


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


 


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


 


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


 


RGL and RMC each :


 


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


 


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


 


7                                         General


 


7.1                               Notices


 


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


 


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


 


(A)                              if to CSR:


 


Address:                                               Level 1


 


9 Help Street Chatswood NSW 2067


 


Attention:                                         The Company
Secretary


 


Facsimile:                                            +61 2 9235
8055; and


 


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


 


Address:                                               Level 6


 


9 Help Street Chatswood NSW 2067


 


17

















 


Attention:                                         The Company
Secretary


 


Facsimile:                                            +612 9235
8055,


 


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


 


Address:                                               Level 8
Tower B


 


799 Pacific Highway Chatswood NSW 2067


 


Attention:                                         The Company
Secretary


 


Facsimile:                                            +61 2 9412
6666,


 


(D)                               if to RMC:


 


Address:                                               1501
Belvedere Road West Palm Beach Florida

33406, USA


 


Attention:                                         Chief
Financial Officer


 


Facsimile:                                            +1 (561)
820 8330,


 


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


 


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


 


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


 


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


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


 


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


 


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


 


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


 


7.2                               Governing law and jurisdiction


 


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


 


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


 


18

















 


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


 


7.3                               Prohibition and enforceability


 


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


 


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


 


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


 


7.4                               Waivers


 


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


 


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


 


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


 


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


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


 


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


 


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


 


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


 


7.5                               Variation


 


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


 


7.6                               Costs and expenses


 


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


 


19

















 


7.7                               Cumulative rights


 


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


 


7.8                               Assignment


 


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


 


7.9                               Further assurances


 


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


 


7.10                        Entire agreement


 


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


 


7.11                        Counterparts


 


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


 


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


 


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


 


7.12                        To the extent not excluded by law


 


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


 


7.13                        Attorneys


 


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


 


7.14                        Expiration of obligations


 


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


 


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


 


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


 


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


 


20

















 


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


 


21

















 


Schedule 1 - Form of letter of credit


 


[Date]


 


	
  To:

  	
  CSR Limited

  
	
   

  	
  Level 2, 9 Help Street

  
	
   

  	
   

  
	
   

  	
  Chatswood NSW 2067 AUSTRALIA

  



 


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


 


Rinker Materials Corporation Irrevocable


 


Standby Letter of Credit No.
[         ] Dated
[          ]


 


(Letter of Credit)


 


	
  Account Party:

  	
   

  	
  Rinker Materials Corporation

  
	
   

  	
   

  	
   

  
	
  Beneficiary:

  	
   

  	
  CSR Limited (ABN 90 000 001 276)

  
	
   

  	
   

  	
   

  
	
  Maximum Liability:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Expiry Date:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Available at:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Payable at:

  	
   

  	
  Sight

  
	
   

  	
   

  	
   

  
	
  Enfaced:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Issued in connection with:

  	
   

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

  



 


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


 


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


 


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


 


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


 


(ii)                                  state that:


 


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


 


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


 


22

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


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


 


For and on behalf of [Lender]


 


Name of Authorised Officer


 


23

















 


Schedule 2 - Form of release


 


[Date]


 


	
  To:

  	
  [insert Lender]

  
	
   

  	
  [insert Lender Address]

  
	
   

  	
   

  
	
  Copy to:

  	
  [Letter of Credit Address]

  
	
   

  	
   

  
	
  From:

  	
  CSR Limited

  
	
   

  	
  Level 6

  
	
   

  	
  9 Help Street

  
	
   

  	
  Chatswood NSW 2067

  
	
   

  	
  AUSTRALIA

  
	
   

  	
   

  
	
  Copy to:

  	
  Rinker Materials Corporation

  
	
   

  	
  1501 Belvedere Road

  
	
   

  	
  West Palm Beach

  
	
   

  	
  Florida 33406, USA

  
	
   

  	
   

  
	
  Copy to:

  	
  Rinker Group Limited

  	
   

  
	
   

  	
  on or before 30 April 2003:

  	
  or after 30 April 2003:

  
	
   

  	
  Level 6

  	
  Level 8, Tower B

  
	
   

  	
  9 Help Street

  	
  Citadel Towers

  
	
   

  	
  Chatswood NSW 2067

  	
  799 Pacific Highway

  
	
   

  	
  AUSTRALIA

  	
  Chatswood NSW 2067

  
	
   

  	
   

  	
  AUSTRALIA

  



 


 


Rinker Materials Corporation


 


Irrevocable Standby Letter of Credit No.
[  ]


 


Dated
[          ]


 


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


 


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


 


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


 


 


Yours faithfully


 


24

















 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attorney / Director / Secretary / Authorised

  Officer of the Beneficiary

  	
   

  	
  Attorney / Director / Secretary / Authorised

  Officer of the Beneficiary

  	
   

  



 


25

















 


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


 


•                                          ABN
AMRO Bank N.V.


 


•                                          Australia
& New Zealand Banking Group Limited


 


•                                          Bank
One N.A.


 


•                                          BNP
Paribus


 


•                                          Credit
Suisse First Boston


 


•                                          National
Australia Bank Limited


 


26

















 


Executed as deed:


 


 


Executed as a deed:


 


	
  Signed sealed and delivered
  for

  CSR Limited by its attorneys in
  the

  presence of:

  	
   

  	
  CSR Limited by its
  Attorneys who respectively state that at the date of their execution hereof
  they have had no notice of the revocation of the Power of Attorney dated 9
  September 1999 registered number 229 book 4253 under the authority of which
  they have executed this instrument

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  	
  /s/ G.F. Pettigrew

  	
   

  
	
  Witness

  	
   

  	
  Attorney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  	
  G.F. PETTIGREW

  	
   

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ A.B. Carlton

  	
   

  
	
   

  	
   

  	
  Attorney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.B. Carlton

  	
   

  
	
   

  	
   

  	
  Name (please print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed sealed and delivered for

  Rinker Materials Corporation by

  its duly authorized signatories in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David Edward Miller

  	
   

  	
   

  	
  /s/ T.G. Burmeister

  	
   

  
	
  Witness

  	
   

  	
  Authorised signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ DAVID EDWARD MILLER

  	
   

  	
   

  	
   

  	
   

  
	
  Name of Witness

  	
   

  	
  Authorised signatory

  



 


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  Signed sealed and delivered
  for

  Rinker Group Limited by its

  Attorneys

  	
   

  	
  Rinker Group Limited
  by its Attorneys who respectively state that at the date of their execution
  hereof they have had no notice of the revocation of the Power of Attorney
  dated 26 March 2003 under the authority of which they have executed this
  instrument

  
	
  PETER BROOKING ABRAHAM

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
  FRAZER BRIAN GILL

  	
   

  	
   

  
	
  in my presence as:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Robert G. McIlwraith

  	
   

  	
   

  	
  /s/ Peter Brooking Abraham

  	
   

  
	
  Witness

  	
   

  	
  Attorney

  
	
   

  	
   

  	
   

  
	
  Robert G. McIlwraith

  	
   

  	
   

  	
  /s/ F.B. Gill

  	
   

  
	
  Name (Please print)

  	
   

  	
  Attorney

  



 


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