**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 guaranteeindemnity deed**is made on 27 March 2003 between the following parties:

 

1                                          **CSR Limited**ABN 90 000 001 276of Level 4, 9 Help Street, Chatswood NSW 2067**(CSR)**

 

2                                          **Rinker Group Limited**ABN 53 003 433 118of 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 thisdeed, RGL is a wholly owned Subsidiary of CSR.

 

B.                                     Subject toapproval of the Scheme, CSR intends to demerge RGL as an independent publiclylisted company with CSR’s shareholders as its initial shareholders (and theirproportionate shareholdings).

 

C.                                     CSR has grantedthe Bond Guarantees. As part of the Demerger, RMC is willing to indemnify CSRin respect of the Bond Guarantees on the terms and conditions of this deed andRGL is willing to guarantee to CSR RMC’s obligations in relation to suchindemnity.

 

**The deed witnesses**

 

that in consideration of, among other things, the mutual promisescontained 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 Indenturedated 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 Bondsin respect of, amongst other things, all payments of principal, premium (ifany) and interest on such 2004 Bonds, as evidenced by CSR’s execution of itsnotation of guarantee on such 2004 Bonds.

 

**2005 Bond Guarantee**means the guarantee granted by CSR pursuant to Article 14 of the Indenturedated 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 Bondsin respect of, amongst other things, all payments of principal, premium (ifany) and interest on such 2005 Bonds, as evidenced by CSR’s execution of itsnotation of guarantee on such 2005 Bonds.

 

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

 

**2004 Bonds Settlement Date**is the “Settlement Date” for the tender and consent of the 2004 Bonds, asdefined 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 2004Bonds, 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 andconsent process for the 2004 Bonds, as provided for in the 2004 Bonds Tenderand Consent Statement.

 

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

 

**2004 Coupon Payment**means the half yearly coupon interest payment to be made by RMC in respect ofthe 2004 Bonds being an amount equal to 6.875% of the principal outstandingunder the 2004 Bonds (to be determined on the 2004 Bonds Tender Date followingcompletion 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 ofthe 2005 Bonds being an amount equal to 6.875% of the principal outstandingunder the 2005 Bonds (i.e. US$250,000,000) divided by 2.

 

**Authority** means anypublic or regulatory body, governmental department (in Australia or any otherjurisdiction), any Royal Commission, Board of Inquiry, Parliamentary Committeeor similar body or any other body exercising statutory, regulatory orprerogative power.

 

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

 

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

 

**Claim** means anylegal proceeding (whether civil or criminal), claim, allegation, cause ofaction, suit or demand, administrative proceeding, arbitral proceeding,mediation or other form of alternative dispute resolution (whether or not heldin conjunction with any legal, administrative or arbitral proceedings) or anyinvestigation or inquiry by any Authority, Government Agency or ExternalAdministrator relating to, involving, arising out of or in any way connectedwith any act or omission, or any written or oral threat, complaint, demand,negotiation, act or omission that might reasonably result in a partyapprehending 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 thesame meaning as in the Scheme.

 

**Effective Date** hasthe same meaning as in the Scheme.

 

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

 

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

 

(b)                                 imposed as a result ofCSR being considered a resident of or organised or doing business in thatjurisdiction 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 ofCSR under the Bond Guarantees in respect of the 2004 Bonds and 2005 Bonds, asreduced from time to time whether because RMC repays or repurchases theprincipal amount of any 2004 Bonds or 2005 Bonds prior to or at the stated maturityof 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 tobe passed under section 260B of the Corporations Act approving the giving ofany 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 ofbusiness or indebtedness arising out of an acquisition on deferred purchaseterms for no more than 180 days) in respect of moneys borrowed or raised or anyfinancial accommodation whatsoever including (without limiting the generalityof the foregoing) under or in respect of any bill, acceptance, endorsement(excluding “deposit only” endorsements on cheques), bond, note, debenture orother similar debt security, guarantee, redeemable share (where such share isredeemable prior to the latest date of maturity of the 2004 Bonds and the 2005Bonds), discounting arrangement, finance or capital lease, hire purchase of anyasset or service, any obligation to deliver goods or provide services paid forin 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** hasthe meaning set out in clause 3.1(a).

 

**Liabilities** meansall liabilities, costs, losses and damage, however caused and includes:

 

(a)                                  a liability due tonegligence or any other tort;

 

(b)                                 a liability to anemployee or a trade creditor;

 

(c)                                  a liability inrelation to a loan, bank overdraft, trade bill facility, or other FinancialIndebtedness, including any guarantee or indemnity thereof,

 

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

 

(e)                                  any tax or duty,

 

(f)                                    a fee, charge orexpense for legal (on a solicitor and own client basis), accounting or otherprofessional services,

 

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irrespectiveof whether the liability:

 

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

 

(h)                                 is at any timeascertained or unascertained;

 

(i)                                     is owing orincurred by or on account of one person alone or severally or jointly with anyother person; or

 

(j)                                     comprises anycombination of (g) to (i) above.

 

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

 

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

 

**Scheme Booklet** meansthe booklet as approved by the Court pursuant to section 411(1) of the CorporationsAct and sent to the holders of CSR’s ordinary shares pursuant to section412(l)(a) of the Corporations Act explaining the Demerger and containing theexplanatory statement in relation to the Scheme.

 

**Subsidiary** has thesame 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 ortransaction duty, tax or charge,

 

which is assessed, levied, imposed or collected by any GovernmentAgency 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 headingsand bold type are for convenience only and do not affect the interpretation ofthis deed and unless the context otherwise requires:

 

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

 

(2)                                  a reference to onegender includes all genders;

 

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

 

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

 

(5)                                  a reference to adocument includes all amendments or supplements to or replacements or novationsof that document;

 

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

 

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

 

(8)                                  a reference to a deedother than this deed or to an agreement includes an undertaking, deed,agreement or legally enforceable arrangement or understanding, whether or notin writing;

 

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

 

(10)                            a reference to “US$” or USdollar” 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 orunder statute;

 

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

 

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

 

**2**                                         **Condition precedent**

 

This deed is conditional upon the passing of the Financial AssistanceResolution and the Related Party Transaction Resolution, and shall be of noforce or effect until the date that is the later of:

 

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

 

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

 

**3**                                         **Indemnity and Guarantee**

 

**3.1**                               **Indemnity and Letters of Credit**

 

(a)                                  RMC unconditionallyand irrevocably indemnifies CSR against any and all Claims and Liabilitieswhich CSR reasonably suffers, pays, incurs or is liable for in relation to theBond Guarantees or this deed (the **IndemnifiedMoneys**).

 

(b)                                 To secure itsobligations under clause 3.1(a) up to an amount not less than the ExposureAmount, RMC must deliver to CSR letters of credit, substantially in the form ofschedule 1:

 

(1)                                  in respect of the2005 Bond Guarantee, as soon as reasonably practicable following the EffectiveDate and in any event within 3 Business Days following the Effective Date;

 

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(2)                                  in respect of the2004 Bond Guarantee, as soon as reasonably practicable following the EffectiveDate and in any event on or prior to the 2004 Bonds Settlement Date; and

 

(3)                                  in respect of theBond Guarantees, a total of at least 13 letters of credit issued in thefollowing amounts:

 

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

 

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

 

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

 

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

 

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

 

(c)                                  The maximum aggregateliability of the issuers of the letters of credit provided to CSR under clause3.1(b) must not be less than the aggregate of the following:

 

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

 

(2)                                  an amount equal to1.034375 times the maximum remaining principal exposure of CSR under the 2004Bond Guarantee as of the 2004 Bonds Tender Date following completion of the tenderand consent under the 2004 Bonds Tender and Consent Statement (as advised bythe depository agent named in the 2004 Bonds Tender and Consent Statement andexpressed in US dollars), such amount:

 

(A)                              includesinterest equal to one 2004 Coupon Payment;

 

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

 

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

 

(1)                                  each issuer of aletter of credit must:

 

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

 

(B)                                be a bank ofinternational standing (in the opinion of CSR acting reasonably) which is ableto 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 bankin Sydney or Melbourne, Australia and which has a minimum issuer rating orcredit rating of its long-term debt of at least A+ from Standard & Poor’sCorporation (or its  equivalent ofanother international  credit ratingagency acceptable to CSR, acting reasonably) or such other rating acceptable toCSR (acting reasonably) and where the issuer has two or more minimum creditratings of its long-term debt, the lower or lowest (as

 

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

 

provided that:

 

(C)                                such issuer must, atall times from the date of issue of the relevant letter of credit until theexpiry date of the relevant letter of credit or the date upon which the issueris released from the relevant letter of credit (whichever is the earlier), havea minimum issuer rating or credit rating of its long-term debt of at least Afrom Standard & Poor’s Corporation (or its equivalent of anotherinternational credit rating agency acceptable to CSR, acting reasonably) orsuch other rating acceptable to CSR (acting reasonably) and where the issuerhas two or more minimum credit ratings of its long-term debt from suchagencies, the lower or lowest (as the case may be) of those ratings shall beused for the purposes of this clause; and 

 

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

 

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

 

(3)                                  the letter of creditmust be available:

 

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

 

(b)                                 for payment to therelevant US dollar account specified in the demand made under the letter ofcredit.

 

(e)

 

(1)                                  Subject to clause3.1(e)(2), a letter of credit may be replaced by another letter of credit whichmeets the requirements of clauses 3.1(b), and 3.1(d), provided that:

 

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

 

(B)                                CSR shall be obligatedto accept the replacement of any such letter of credit only if CSR, actingreasonably, is satisfied that RGL and RMC were each solvent as at the time theReplacement Notice was given by RMC and at the proposed replacement date of theletter of credit and that neither RGL nor RMC will become insolvent as a resultof such replacement of the letter of credit; and

 

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

 

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

 

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

 

(i)                                     subject to clause3.1(d)(2), are issued by any or all of the other issuers who, at the time ofthe Rating Downgrade, are current issuers of letters of credit under this deed(**Current Issuers**); and

 

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

 

provided that:

 

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

 

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

 

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

 

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

 

(iii)                               will effectivelyallocate the aggregate face value amount of all letters of credit outstandingfrom the issuer who has suffered the Rating Downgrade on a reasonably evenbasis to the extent reasonably practicable amongst the Current Issuers,

 

provided that:

 

(iv)                              the maximum aggregateliability of any Current Issuer under its letters of credit must not exceedUS$150,000,000; and

 

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

 

(C)                                where replacementletters of credit can not be provided in accordance with clause 3.1(e)(2)(A) orclause 3.1(e)(2)(B), consult in good faith with CSR to determine an appropriatemethod of dealing with the

 

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

 

(i)                                     must besubstantially in the form of Schedule 1 and meet the requirements of clause3.1(d); and

 

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

 

(f)                                    Subject to clause3.1(g), if at any time the maximum aggregate liability of the issuers of theletters of credit which CSR holds (the **“LCCoverage Amount”**) exceeds the Exposure Amount (whether because RMCrepays or repurchases the principal amount of any 2004 Bonds or 2005 Bondsprior to or at the stated maturity of the 2004 Bonds or 2005 Bonds, or for anyother reason) by more than US$5 million, then as soon as practicable following120 days of such repayment or repurchase of the principal amount of any 2004Bonds or 2005 Bonds by RMC, such repayment or repurchase to be confirmed inwriting by RMC and supported by a certificate of repayment or reduction by therelevant indenture trustee, CSR must, upon request by RMC or RGL, procure thereturn to the relevant issuer or issuers (as the case may be), for cancellationand, if needed, must accept the replacement by the same issuer of one or moreletters of credit to the extent required to ensure that the LC Coverage Amountis reduced to the then Exposure Amount or an amount not greater thanUS$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 2004Bonds or 2005 Bonds prior to or at the stated maturity of the 2004 Bonds or2005 Bonds, CSR must procure (if required by RMC or RGL) the return and, ifneeded, 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 ofthe principal amount of any 2004 Bonds or 2005 Bonds by RMC, as confirmed inwriting by RMC and supported by a certificate of repayment or reduction by therelevant indenture trustee; provided that CSR shall be obligated to procuresuch 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 eachsolvent at the time such repayment or repurchase was made by RMC; and

 

(2)                                  neither RGL nor RMCwill become insolvent as a result of such repayment or repurchase having beenmade.

 

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

 

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

 

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

 

(k)                                  CSR must takereasonable steps to minimise any Liability or Claim for which it is to beindemnified or reimbursed by RMC or RGL under this deed provided that CSR willnot be obliged by this clause to take any steps which in CSR’s opinion (actingreasonably):

 

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

 

(2)                                  expose CSR to anyClaims or Liabilities for which it would not be indemnified by RMC, providedthat CSR must provide RMC with a reasonable opportunity to agree to indemnifyCSR 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 Daysof receiving a demand from CSR, pay to CSR those Indemnified Moneys in the samemanner as those Indemnified Moneys are or were required to be paid by CSR and,at CSR’s election:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(ii)                                  in the event of anybankruptcy, insolvency or liquidation of RMC or RGL and notwithstanding that nosuch claims may have been made or liability actually incurred at the time ofsuch demand or demands by CSR, provided that CSR reasonably believes that aclaim for such amount has been or will be made on it under a Bond Guarantee orthat such liability will be actually incurred.

 

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

 

(d)                                 If:

 

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

 

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

 

CSR must as soon as reasonably practicable refund the relevant paymentmade to it by RMC or RGL or the issuer of the letter of credit (as the case maybe) on account of such Indemnified Moneys to such account as RMC or RGL mayreasonably specify less any amount actually incurred by CSR for which it hasnot been reimbursed.

 

**3.3**                               **Continuing indemnity**

 

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

 

(a)                                  any settlement ofaccount; or

 

(b)                                 the occurrence of anyother thing,

 

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

 

**4.**                                      **Guarantee**

 

**4.1**                               **Guarantee**

 

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

 

**4.2**                               **Payment and Obligation**

 

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

 

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(b)                                 RGL agrees that itsobligations under clause 4.1 and clause 4.2(a) shall be as if it were aprincipal debtor and not merely a surety, and shall be absolute andunconditional, irrespective of, and shall be unaffected by, any invalidity,irregularity or unenforceability of this deed, any failure to enforce theprovisions of any waiver, modification or indulgence granted to RMC withrespect thereto, by CSR or any other circumstances which may otherwiseconstitute 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 ofmerger or bankruptcy of RMC, any right to require a proceeding first againstRMC or any other conditions and covenants that its guarantee under this deedwill not be discharged with respect to RMC’s obligations under this deed untilRMC has discharged all of its obligations under this deed.

 

**4.3**                               **Amount of Secured Moneys**

 

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

 

(b)                                 The obligations of RGLunder this clause 4 extend to any increase in the Indemnified Moneys as aresult of the occurrence of anything.

 

**4.4**                               **Proof**

 

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

 

**4.5**                               **Avoidance of payments**

 

(a)                                  If any payment orother transaction relating to or affecting the payment of the IndemnifiedMoneys is:

 

(1)                                  void, voidable orunenforceable in whole or in part because of illegality or legal disability onthe part of RMC or RGL; or

 

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

 

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

 

(3)                                  that payment ortransaction (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 clause4.5(3),

 

had not been made.

 

(b)                                 Clause 4.5(a) applieswhether or not RGL knew, or ought to have known, of anything referred to inclause 4.5(a).

 

**4.6**                               **Non-exercise of Guarantors’ rights**

 

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

 

13

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**4.7**                               **Unconditional nature of obligations**

 

(a)                                  The obligations ofRGL under clause 4.1 are not released or discharged or otherwise affected byanything which but for this provision might have that effect, including withoutlimiting the generality of the foregoing:

 

(1)                                  the grant to RMC orRGL 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 theobligations, in whole or in part, of RMC under this deed or any other documentor agreement;

 

(4)                                  the liquidation ofRMC or RGL;

 

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

 

(6)                                  this deed or anyother 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 otherdocument or agreement;

 

(8)                                  any collateralsecurity 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 orunable to exercise or enforce any right under this deed;

 

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

 

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

 

(13)                            any failure to giveeffective notice to RMC or RGL or any other person of any default under thisdeed or any other document or agreement;

 

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

 

(15)                            any Indemnified Moneysbeing irrecoverable for any reason;

 

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

 

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

 

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

 

(b)                                 Clause 4.7(a) appliesirrespective of:

 

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

 

(2)                                  any rule of law orequity to the contrary.

 

14

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**4.8**                               **No competition**

 

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

 

**4.9**                               **Continuing guarantee**

 

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

 

(a)                                  anysettlement of account; or

 

(b)                                 theoccurrence of any other thing,

 

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

 

**5**                                         **Information**

 

**5.1**                               **RGL and RMC information**

 

RGL and RMC must:

 

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

 

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

 

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

 

give CSR notice in writing of such continuing default, and mustpromptly provide CSR with such other information concerning the default thatCSR reasonably requests provided that where RGL or RMC (as the case may be)notifies CSR that the provision of such information will, in the reasonableopinion of RGL or RMC (as the case may be), result in the breach of aconfidentiality obligation or a legal obligation, then RGL or RMC (as the casemay be) will not be obliged to provide such information unless the parties cancome to an arrangement pursuant to which the information can be providedwithout resulting in a breach, including but not limited to:

 

(a)                                  CSR providing anundertaking as to confidentiality; or

 

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

 

**5.2**                               **CSR information**

 

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

 

15

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

 

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

 

(b)                                 RGL and RMC providingan 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 relevantcurrency;

 

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

 

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

 

or in such other manner as the parties agreefrom time to time. 

 

**6.2**                               **No withholding or deduction**

 

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

 

(b)                                 If:

 

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

 

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

 

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

 

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

 

16

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

 

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

 

(2)                                  RGL or RMC (as thecase may be) must use its best endeavours to obtain official receipts or otherdocumentation from that Government Agency and, within 10 Business Days afterreceipt, 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 timeavoided for any reason including, but not limited to, any legal limitation,disability, incapacity, insolvency or bankruptcy of or affecting RGL or RMC orany other thing, and whether or not:

 

(a)                                  any transactionrelating to the amount owing by RGL or RMC was illegal, void or substantiallyavoided; or

 

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

 

RGL and RMC each :

 

(c)                                  acknowledge foritself that any liability of RGL or RMC and any right or remedy of CSR underthis deed, is not discharged or satisfied and is the same as if that paymenthad not been made; and

 

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

 

**7**                                         **General**

 

**7.1**                               **Notices**

 

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

 

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

 

(A)                              if to CSR:

 

Address:                                               Level 1

 

9 Help Street Chatswood NSW 2067

 

Attention:                                         The CompanySecretary

 

Facsimile:                                            +61 2 92358055; and

 

(B)                                if to RGL (on or before30 April 2003):

 

Address:                                               Level 6

 

9 Help Street Chatswood NSW 2067

 

17

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Attention:                                         The CompanySecretary

 

Facsimile:                                            +612 92358055,

 

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

 

Address:                                               Level 8Tower B

 

799 Pacific Highway Chatswood NSW 2067

 

Attention:                                         The CompanySecretary

 

Facsimile:                                            +61 2 94126666,

 

(D)                               if to RMC:

 

Address:                                               1501Belvedere Road West Palm Beach Florida33406, USA

 

Attention:                                         ChiefFinancial Officer

 

Facsimile:                                            +1 (561)820 8330,

 

or as specified to the sender by any party bynotice;

 

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

 

(3)                                  is regarded as beinggiven 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 facsimiletransmission, on receipt by the sender of a transmission report confirming thecorrect number of pages as having been transmitted,

 

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

 

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

 

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

 

**7.2**                               **Governing law and jurisdiction**

 

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

 

(b)                                 Each of the partiesirrevocably submits to the non-exclusive jurisdiction of the courts of NewSouth Wales, Australia.

 

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(c)                                  RMC irrevocablyauthorises and appoints RGL at its address for notices under this deed or suchother person resident in New South Wales as RMC may by notice to CSRsubstitute, as its agent for service of process in relation to proceedings inthe courts of New South Wales in connection with this deed.

 

**7.3**                               **Prohibition and enforceability**

 

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

 

(b)                                 Any provision of, orthe application of any provision of, this deed which is void, illegal orunenforceable in any jurisdiction does not affect the validity, legality orenforceability of that provision in any other jurisdiction or of the remainingprovisions in that or any other jurisdiction.

 

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

 

**7.4**                               **Waivers**

 

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

 

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

 

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

 

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

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

 

(c)                                  A party is notentitled 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 adefault under this deed as constituting a waiver of that right, power,authority, discretion or remedy.

 

(d)                                 A party may not relyon 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 notitself be waived except by writing.

 

**7.5**                               **Variation**

 

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

 

**7.6**                               **Costs and expenses**

 

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

 

19

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**7.7**                               **Cumulative rights**

 

The rights, powers, authorities, discretions and remedies arising outof 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 orotherwise transferred by a party without the prior written consent of eachother party.

 

**7.9**                               **Further assurances**

 

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

 

**7.10**                        **Entire agreement**

 

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

 

**7.11**                        **Counterparts**

 

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

 

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

 

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

 

**7.12**                        **To the extent not excluded by law**

 

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

 

**7.13**                        **Attorneys**

 

Each of the attorneys executing this deed states that the attorney hasno 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 andcease to be of any further effect, and no party shall have any liability to anyother party under this deed, upon the later to occur of:

 

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

 

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

 

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

 

20

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

 

21

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**Schedule 1 - Form of letter of credit**

 

[Date]

 
| To:    | CSR Limited                  |
|--------|------------------------------|
|   | Level 2, 9 Help Street       |
|   |                         |
|   | Chatswood NSW 2067 AUSTRALIA |

 

We [name] (“**Lender**”) issuean 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 bedelivered to the Lender at the Letter of Credit Address stated above on a daywhen banks are open for banking business in the place of the Letter of CreditAddress) on or before the Expiry Date:

 

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

 

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

 

(i)                                     state that thedemand by the Beneficiary is given under Irrevocable Standby Letter of CreditNo. [insert] dated [insert]; and

 

(ii)                                  state that:

 

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

 

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

 

22

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

 

(A)                              state the amount of theclaim or liability which has not been paid (“**DefaultSum**”); and

 

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

 

(C)                                state that theaggregate of all amounts claimed under this Letter of Credit and any otherLetters of Credit issued in favour of the Beneficiary pursuant to the IndemnityDeed 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 MaximumLiability to the US$ account nominated in writing in the certificate.

 

For the avoidance of doubt, there is no obligation on the Lender toverify the validity or justification of the demand or the amounts claimed underthe 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 CreditAddress). For the avoidance of doubt, if the date of presentation is not a dayon which banks are open for banking business in the place where payment is tobe made to the nominated US$ account, payment shall be made on the nextsucceeding day on which banks are so open in that place.

 

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

 

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

 

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

 

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

 

 

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

 

For and on behalf of [Lender]

 

Name of Authorised Officer

 

23

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**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 ofCredit:

 

(a)                                  return the enclosedLetter of Credit to the Lender; and

 

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

 

 

Yours faithfully

 

24

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|                                                                     |   |                                                                     |   |
|--------------------------------------------------------------------------|--------|--------------------------------------------------------------------------|--------|
|                                                                     |   |                                                                     |   |
| Attorney / Director / Secretary / Authorised  Officer of the Beneficiary |   | Attorney / Director / Secretary / Authorised  Officer of the Beneficiary |   |

 

25

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

 

•                                          ABNAMRO Bank N.V.

 

•                                          Australia& New Zealand Banking Group Limited

 

•                                          BankOne N.A.

 

•                                          BNPParibus

 

•                                          CreditSuisse First Boston

 

•                                          NationalAustralia Bank Limited

 

26

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**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                                                                                                                                                                                                                                                                             |

 

27

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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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