**Exhibit 4.1.1**

 

 

**DemergerDeed**

** **

**CSR Limited**

ABN 90 000 001 276

** **

**Rinker Group Limited**

ABN 53 003 433 118

 

and

 

**Readymix Holdings Pty Limited**

ABN 87 099 732 297

 

 

 

MLCCentre Martin Place Sydney New South Wales 2000 Australia 

Telephone61 2 9225 5000  Facsimile 61 2 9322 4000

www.freehills.com  DX 361 Sydney

 

SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HOCHI MINH CITY SINGAPORE

Correspondent Offices JAKARTA KUALA LUMPUR

 

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

 

Reference AGK:TPM

 

----

 

**Table of contents**

* *
| *Clause* |
|----------|
|     |
| **1**    | **Interpretation** |
|     | 1.1 | Definitions  in this deed |
|     | 1.2 | Interpretation |
|     | 1.3 | Beneficial  interest |
|     | 1.4 | Bar to pleading |
|     | 1.5 | Precedence  of documents |
|     | 1.6 | Accounting  Separation |
|     |   |   |
| **2**    | **Condition Precedent** |
|     |   |   |
| **3**    | **Demerger Principle** |
|     | 3.1 | Demerger  Principle |
|     | 3.2 | Application of  Demerger Principle |
|     | 3.3 | Indemnity by RGL  - Demerger Principle |
|     | 3.4 | Indemnity by CSR  - Demerger Principle |
|     | 3.5 | Demerger Costs |
|     | 3.6 | Liability  relating to the Scheme Booklet etc. |
|     | 3.7 | Composition  of RGL Board and conduct of affairs of RGL |
|     | 3.8 | “Readymix  properties” to be retained by CSR |
|     |   |   |
| **4**    | **General Warranties by RGL** |
|     | 4.1 | General  Acknowledgement, Warranties and Release by RGL Group |
|     | 4.2 | Further  Acknowledgement, Warranties and Release by RGL Group |
|     | 4.3 | No reliance  by RGL |
|     | 4.4 | Indemnity  by RGL - Actions contrary to this clause 4 |
|     | 4.5 | Indemnity by  RGL |
|     |   |   |
| **5**    | **General Warranties by CSR** |
|     | 5.1 | General  Acknowledgement, Warranties and Release by CSR Group |
|     | 5.2 | Further  Acknowledgement, Warranties and Release by CSR Group |
|     | 5.3 | No reliance by CSR |
|     | 5.4 | Indemnity  by CSR - Actions contrary to clause 5 |
|     | 5.5 | Indemnity by  CSR |
|     |   |   |
| **6**    | **Internal  Restructure and exclusions from this deed** |
|     | 6.1 | Internal  Restructure |
|     | 6.2 | Contracts |
|     | 6.3 | Indemnity by  RGL-breach of agreements |
|     | 6.4 | Indemnity by  CSR-breach of agreements |
|     | 6.5 | Exclusions  from this deed |
|     |   |   |
| **7**    | **RGL assets  - Transfers after Effective Date** |
|     | 7.1 | Notice of transfer -  CSR to RGL |
|     | 7.2 | Transfer of assets -  CSR to RGL |
|     | 7.3 | Future arrangements for  assets |

 

----

 
| **8**  | **CSR assets - Transfers after Effective Date**                              |
|--------|------------------------------------------------------------------------------|
|   | 8.1                                                                          | Notice of transfer -  RGL to CSR |
|   | 8.2                                                                          | Transfer of assets -  RGL to CSR |
|   | 8.3                                                                          | Future arrangements for assets |
|   |                                                                         |   |
| **9**  | **RGL Contracts and Shared Contracts -  Transfers after the Effective Date** |
|   | 9.1                                                                          | Notice  regarding Contracts and Shared Contracts |
|   | 9.2                                                                          | Dealing with  Contracts identified later |
|   | 9.3                                                                          | Future Arrangements  for Contracts |
|   |                                                                         |   |
| **10** | **CSR Contracts and Shared Contracts -  Transfers after the Effective Date** |
|   | 10.1                                                                         | Notice  regarding Contracts and Shared Contracts |
|   | 10.2                                                                         | Dealing with  Contracts identified later |
|   | 10.3                                                                         | Future Arrangements  for Contracts |
|   |                                                                         |   |
| **11** | **RGL Group Liabilities**                                                    |
|   | 11.1                                                                         | Acceptance of Liabilities |
|   | 11.2                                                                         | RGL Indemnity |
|   |                                                                         |   |
| **12** | **CSR Group Liabilities**                                                    |
|   | 12.1                                                                         | Acceptance of Liabilities |
|   | 12.2                                                                         | CSR Indemnity |
|   |                                                                         |   |
| **13** | **Indemnities and Claims management**                                        |
|   | 13.1                                                                         | General |
|   | 13.2                                                                         | Indemnity |
|   | 13.3                                                                         | Indemnities  and assumptions net of insurance |
|   | 13.4                                                                         | Notification  of Claim |
|   | 13.5                                                                         | Insurance Claim |
|   | 13.6                                                                         | Responsibility for Claims |
|   | 13.7                                                                         | Conduct of Claims  - Responsible Party |
|   | 13.8                                                                         | Conduct of Claims -  Other Party |
|   | 13.9                                                                         | Settlements and compromises |
|   | 13.10                                                                        | Excluded Claims |
|   | 13.11                                                                        | US litigation |
|   | 13.12                                                                        | Loan |
|   | 13.13                                                                        | Payment  of indemnities |
|   | 13.14                                                                        | Purchase  Price Reduction and Gross up for Indemnities |
|   |                                                                         |   |
| **14** | **Insurance**                                                                |
|   | 14.1                                                                         | General |
|   | 14.2                                                                         | D&O Insurance |
|   | 14.3                                                                         | Future Assistance |
|   |                                                                         |   |
| **15** | **Guarantees and Financial support**                                         |
|   | 15.1                                                                         | Guarantees  and financial support in favour of the RGL Group |
|   | 15.2                                                                         | Exceptions |
|   | 15.3                                                                         | Guarantees  and financial support in favour of the CSR Group |
|   | 15.4                                                                         | Exceptions |

 

----

 
|   | 15.5                    | Encumbrances                                       |
|--------|-------------------------|----------------------------------------------------|
|   |                    |                                               |
| **16** | **Statutory  Licences** |
|   | 16.1                    | Statutory  Licences - General                      |
|   | 16.2                    | Release  by RGL                                    |
|   | 16.3                    | Release  by CSR                                    |
|   |                    |                                               |
| **17** | **Tax**                 |
|   | 17.1                    | General                                            |
|   | 17.2                    | Tax  assistance                                    |
|   |                    |                                               |
| **18** | **Tax Claims**          |
|   | 18.1                    | Indemnity by CSR for Tax Claims                    |
|   | 18.2                    | Indemnity by RGL for Tax Claims                    |
|   | 18.3                    | Limitation of CSR indemnity                        |
|   | 18.4                    | Limitation of RGL indemnity                        |
|   | 18.5                    | Notice                                             |
|   | 18.6                    | Obligation  to act                                 |
|   | 18.7                    | Refunds  etc.                                      |
|   | 18.8                    | Expert                                             |
|   |                    |                                               |
| **19** | **Business  Records**   |
|   | 19.1                    | Retention by RGL - General                         |
|   | 19.2                    | Indemnity and release by RGL - Business  Records   |
|   | 19.3                    | Retention  by CSR                                  |
|   | 19.4                    | Indemnity and release by CSR - Business Records    |
|   | 19.5                    | Privileged  records                                |
|   |                    |                                               |
| **20** | **GST**                 |
|   | 20.1                    | Interpretation                                     |
|   | 20.2                    | GST  payable                                       |
|   | 20.3                    | Tax  Invoices                                      |
|   | 20.4                    | Reimbursements and similar payments                |
|   | 20.5                    | Clawback  of GST                                   |
|   |                    |                                               |
| **21** | **Confidentiality**     |
|   | 21.1                    | No obligation to provide Confidential  Information |
|   | 21.2                    | CSR’s Confidential Information                |
|   | 21.3                    | RGL’s Confidential Information                |
|   | 21.4                    | Return of Confidential Information                 |
|   |                    |                                               |
| **22** | **Dispute Resolution**  |
|   |                    |                                               |
| **23** | **General**             |
|   | 23.1                    | Notices                                            |
|   | 23.2                    | Representations and warranties                     |
|   | 23.3                    | Reliance on representations                        |
|   | 23.4                    | Governing law and jurisdiction                     |
|   | 23.5                    | Prohibition and enforceability                     |

 

----

 
|                                                                    | 23.6   | Waivers                            |
|-------------------------------------------------------------------------|--------|------------------------------------|
|                                                                    | 23.7   | Variation                          |
|                                                                    | 23.8   | Costs and  expenses                |
|                                                                    | 23.9   | Cumulative  rights                 |
|                                                                    | 23.10  | Assignment                         |
|                                                                    | 23.11  | Further assurances                 |
|                                                                    | 23.12  | Entire agreement                   |
|                                                                    | 23.13  | Counterparts                       |
|                                                                    | 23.14  | To the extent not  excluded by law |
|                                                                    | 23.15  | Attorneys                          |
|                                                                    |   |                               |
| **Schedule 1  - Internal Restructure Documents**                        |
|                                                                    |
| **Schedule 2 - Former  Businesses**                                     |
|                                                                    |
| **Schedule 3 - Demerger Costs**                                         |
|                                                                    |
| **Schedule  4 - “Readymix properties” to be retained by CSR** |

 

----

 

**This Demerger Deed**

 

is madeon          2003 between thefollowing parties:

 

**1             CSR Limited**

ABN 90 000 001 276

of Level 4, 9 Help Street, Chatswood NSW 2067

**(CSR)**

 

**2             Rinker Group Limited**

ABN 53 003 433 118

of Level 4, 9 Help Street, Chatswood NSW 2067

**(RGL)**

 

**3             Readymix Holdings Pty Limited**

ABN 87 099 732 297

of Level 4, 9 Help Street, Chatswood NSW 2067

**(RHPL)**

** **

**Recitals**

 

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

 

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

 

C.                                  TheRGL Group has through the Internal Restructure Documents and the TransactionDocuments transferred some companies that own some of the CSR Businesses to CSRGroup Members.

 

D.                                 Subjectto approval of the Scheme, CSR intends to demerge RGL as an independentpublicly listed company with its initial shareholders (and their proportionateshareholdings) being substantially the same as the shareholders (and theirproportions held) in CSR.

 

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

 

F.            RHPLis an RGL Group Member.

** **

**This deed witnesses**

 

thatin consideration of, among other things, the mutual promises contained in thisdeed, the parties agree:

 

1

----

 

**1              Interpretation**

** **

**1.1           Definitionsin this deed**

 

Inthis deed:

 

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

** **

**ASIC**meansthe Australian Securities and Investments Commission.

** **

**Assets**means assets (including Contracts, Intellectual Property and freeholdproperty), joint venture and partnership interests and shares, transferred, orto be transferred, to RGL Group Members under the Internal RestructureDocuments or pursuant to this deed.

 

**ASX**means Australian Stock Exchange Limited.

** **

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

** **

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

 

**Bond Guarantees**means:

 

(a)                                 the guarantee granted by CSR pursuant toArticle 14 of the Indenture dated 1 March 1994 between Rinker MaterialsCorporation, CSR and Bank One. N. A. (formerly The First National Bank ofChicago) to the holders of the US$200,000,000 6.875% Notes due 1 March 2004 inrespect of, amongst other things, all payments of principal, premium andinterest on such notes, as evidenced by CSR’s execution of its notation ofguarantee on such notes; and

 

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

** **

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

** **

**Capital Reduction**has the same meaning as in the Scheme.

** **

**Claim**meansany legal 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 External Administratorrelating to, involving, arising out of or in any way connected with any act oromission, or any written or oral threat, complaint, demand, negotiation, act oromission that might reasonably result in a party apprehending that any suchproceeding, cause of action, suit or demand, investigation, inquiry or mattermight be initiated.

 

2

----

 

**Confidential Information**means confidential information, tradesecrets, know-how, scientific, technical, product, market or pricinginformation relating to the RGL Group or the CSR Group other than ExcludedInformation;

** **

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

 

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

 

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

 

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

 

(d)                                 agreements to lease and leases relating toland;

 

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

 

(f)                                    confidentiality or non-disclosure agreements;

 

(g)                                 deeds of termination, release or waiver;

 

(h)                                 options; or

 

(i)                                     licences,

** **

**Corporations Act**means the *Corporations Act 2001(Cth).*

** **

**CSR Adviser**means each of the following:

 

(a)                                  ABN AMRO Corporate Finance Australia Limited;

 

(b)                                 Credit Suisse First Boston Australia Limited;

 

(c)                                  Freehills;

 

(d)                                 Sullivan & Cromwell;

 

(e)                                  Ernst & Young

 

(f)                                    Henry Davis York; and

 

(g)                                 Ausgroup Consulting,

 

andtheir Representatives, each only in their capacity as an adviser to CSR inrelation to the Demerger.

** **

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

** **

**CSR Businesses**means the businesses, operations and activities to be carried on by CSRGroup Members after the Demerger as summarised in the Scheme Booklet and theassets and Liabilities in relation to those businesses, operations oractivities.

** **

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

** **

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

 

3

----

 

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

** **

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

** **

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

** **

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

 

**Demerger**has the same meaning as in the Scheme.

 

**Demerger Date**has the same meaning as in the Scheme.

 

**Demerger Dividend**has the same meaning as in the Scheme.

** **

**Demerger Principle**means the underlying principles of the Demerger described in clauses3.1 and 3.8.

** **

**Directors and Officers Insurance**means the directors and officers insurancecoverage taken out by CSR and in effect at the date of this deed comprising thefollowing policies:

 

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

 

(b)                                 policy number 86896 with American HomeInsurance Company;

 

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

 

(d)                                 policy number 86897 with American HomeInsurance Company,

 

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

** **

**Effective**has the same meaning as in the Scheme.

 

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

 

**Encumbrance**includes an interest or power:

 

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

 

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

 

byway of, or having similar commercial effect to, security for the payment of adebt, any other monetary obligation or the performance of any other obligationand includes any agreement to grant or create any of the above.

** **

**End Date**means 18 months after the Demerger Date.

 

**Excluded Agreements**has the meaning set out in clause 6.5

 

4

----

 

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

 

**Excluded Information**means information:

 

(a)                                  which is in or becomes part of the publicdomain other than through breach of this deed or an obligation of confidenceowed to the provider of the information;

 

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

 

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

 

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

 

wheresuch source is entitled to disclose it; or

 

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

** **

**External Administrator**means a liquidator, provisional liquidator,receiver, receiver or manager or an administrator.

** **

**Financial Assistance Resolution**means the resolution to be passed undersection 260B of the Corporations Act approving the giving of any financialassistance by RGL in the execution or performance of this deed.

** **

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

 

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

 

(b)                                 the treatment of the profits of the businessin the relevant management accounts,

 

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

** **

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

 

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

 

(b)                                 the treatment of the profits of the businessin the relevant management accounts,

 

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

 

**Group**meansthe CSR Group or RGL Group as applicable.

** **

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

 

5

----

 

**GST**means the goods and services tax levied under the GST Act and includes anyreplacement or subsequent similar tax.

** **

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

** **

**Intellectual Property**means the statutory and other legallyenforceable proprietary rights, including but not limited to trade marks,patents, designs, copyright, circuit layouts, confidential information, tradesecrets and all other intellectual property rights as defined in Article 2 ofthe Convention establishing the World Intellectual Property Organisation, dated14 July 1967, as amended from time to time.

** **

**Internal Restructure**means the transfer of:

 

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

 

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

 

pursuantto the Internal Restructure Documents and other Transaction Documents.

** **

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

** **

**Law**includesall legislation, delegated legislation, by-laws or ordinances.

** **

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

 

(a)                                  a liability due to negligence or any othertort;

 

(b)                                 a liability to an employee or a tradecreditor;

 

(c)                                  a liability in relation to a loan, bankoverdraft, trade bill facility, other financial accommodation, guarantee orindemnity;

 

(d)                                 a judgment debt, fine, criminal or civilpenalty, liability for damages or compensation or to account for profits or tomake restitution;

 

(e)                                  any tax or duty;

 

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

 

irrespectiveof whether the liability:

 

(g)                                 is actual, prospective, contingent orotherwise;

 

(h)                                 is at any time ascertained or unascertained;

 

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

 

(j)                                     comprises any combination of the above.

** **

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

** **

**Listing Memorandum**means the information memorandum provided to ASX under paragraphs 108 to119 of Appendix 1A of the ASX Listing Rules in connection with the Listing.

 

6

----

 

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

** **

**Litigation payment**means any payment or other monetary benefit received under anyjudgement, order, settlement or other compromise of or in relation to the NewJersey litigation, including any monetary payments to be paid in the futurepursuant to a declaratory judgment by the court.

** **

**Marketing Material**means any advertisements, circulars, presentation packs and any otherdocument distributed or published in connection with the Demerger (includingany associated refinancing) and includes any oral presentation or meetings heldin connection with the Demerger (including any associated refinancing).

** **

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

** **

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

** **

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

** **

**PLDC**meansPenrith Lakes Development Corporation Limited ABN 46 000 133 951.

** **

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

** **

**Related Body Corporate**has the same meaning as in the CorporationsAct.

** **

**Related Party Transaction Resolution**means the resolution to be passed under part2E.1 of the Corporations Act approving the giving of any financial benefit to arelated party by RGL in the execution or performance of this deed.

** **

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

** **

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

 

(a)                                  a person’s auditor;

 

7

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(b)                                 CSR Advisers in relation to CSR; and

 

(c)                                  RGL Advisers in relation to RGL,

** **

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

** **

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

** **

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

** **

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

** **

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

** **

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

** **

**RGL Liabilities**means Liabilities assigned to or assumed by, or purported to beassigned to or assumed by, a RGL Group Member, under an Internal RestructureDocument.

** **

**RGL Prosecution**means a prosecution brought by a Government Agency against a RGL GroupMember under any Law.

** **

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

 

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

 

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

 

asa result of which any RGL Group Member is or becomes liable to make a paymentfor Tax, or is deprived of any credit, rebate, refund, relief, allowance ordeduction.

** **

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

** **

**Scheme**means the scheme of arrangement under Part 5.1 of the Corporations Actbetween CSR and the holders of its ordinary shares as described in the SchemeBooklet.

** **

**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 sharespursuant to section 412(l)(a) of the Corporations Act explaining the Demergerand containing the explanatory statement in relation to the Scheme.

 

8

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

** **

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

** **

**Subsidiary**has the same meaning as in the Corporations Act.

 

**Tax**means:

 

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

 

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

 

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

** **

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

** **

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

** **

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

** **

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

** **

**Transaction Documents**means each of:

 

(a)                                  this deed;

 

(b)                                 the Internal Restructure Documents;

 

(c)                                  the Transition and Shared Services Agreement,

 

andany other agreements that CSR and RGL agree in writing should be included as TransactionDocuments before the Demerger Date.

** **

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

** **

**US asbestos litigation**has the meaning set out in clause 13.1 l(b).

** **

**US RGL Businesses**means the businesses, operations and activities carried on by RinkerMaterials Corporation and its Subsidiaries and the assets and Liabilities inrelation to (and entities carrying on) those businesses, operations oractivities.

 

9

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**1.2          Interpretation**

 

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

 

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

 

(2)                                  a reference to one gender includes allgenders;

 

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

 

(4)                                  an expression importing a natural personincludes any company, partnership, joint venture, association, corporation orother body corporate and any Government Agency;

 

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

 

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

 

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

 

(8)                                  a reference to a party to a document includesthat party’s executors, administrators, successors and permitted assignsincluding any person taking by novation;

 

(9)                                  a reference to anything (includingbusinesses, assets, a group or any amount) is a reference to the whole and eachpart of it

 

(10)                            no provision of this deed will be construedadversely to a party solely on the ground that the party was responsible forthe preparation of this deed or that provision;

 

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

 

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

 

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

 

(14)                            a reference to a deed other than this deed orto an agreement includes an undertaking, deed, agreement or legally enforceablearrangement or understanding, whether or not in writing;

 

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

 

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

 

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

 

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

 

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

 

(c)                                  Where the day on or by which any thing is tobe done is not a Business Day, that thing must be done on or by the nextBusiness Day.

 

**1.3          Beneficialinterest**

 

Theparties acknowledge and agree that:

 

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

 

(b)                                 where this deed obliges or purports to obligeany CSR Beneficiary to act or to refrain from acting or otherwise specifies orpurports to specify the rights and obligations of any CSR Beneficiary, CSR willprocure that the CSR Beneficiary acts or refrains from acting in accordancewith this deed and otherwise complies with its rights and obligations underthis deed;

 

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

 

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

 

(e)                                  where this deed obliges or purports to obligeany RGL Beneficiary to act or to refrain from acting or otherwise specifies orpurports to specify the rights and obligations of any RGL Beneficiary, RGL willprocure that the RGL Beneficiary acts or refrains from acting in accordancewith this deed and otherwise complies with its rights and obligations underthis deed; and

 

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

 

**1.4          Bar to pleading**

 

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

 

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(b)                                 Each CSR Beneficiaryagrees that each RGL Beneficiary may plead this deed in bar of any Claim madeby or on behalf of a CSR Beneficiary against any RGL Beneficiary which isinconsistent with this deed.

 

**1.5          Precedence of documents**

 

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

 

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

 

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

 

**1.6          Accounting Separation**

 

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

 

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

 

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

 

**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              Demerger Principle**

 

**3.1          DemergerPrinciple**

 

On and from the Effective Date:

 

(a)                                  the RGL Group, andnot the CSR Group, will have the entire economic benefit, commercial risk and(subject to clause 13.3) Liabilities of the RGL Businesses and the Former RGLBusinesses, as if the RGL Group had owned and operated the RGL Businesses andthe Former RGL Businesses, at all times (and for the avoidance of doubt as ifno CSR Group Member had owned or operated the Non-US RGL Businesses or theFormer RGL Businesses at any time);

 

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(b)                                 the CSR Group, and notthe RGL Group, will have the entire economic benefit, commercial risk and(subject to clause 13.3) Liabilities of theCSR Businesses and the Former CSR Businesses, as if the CSR Group had owned andoperated the CSR Businesses and the Former CSR Businesses, at all times (and,for the avoidance of doubt, as if no RGL Group Member had owned or operated anyof the CSR Businesses or Former CSR Businesses at any time);

 

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

 

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

 

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

 

(a)                                  after the date ofthis deed;

 

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

 

**3.2          Application ofDemerger Principle**

 

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

 

**3.3          Indemnity by RGL -Demerger Principle**

 

Subject to any express provision to the contrary in this deed, RGLindemnifies CSR and each CSR Beneficiary against all Claims and Liabilitiesincurred by CSR and each CSR Beneficiary in relation to any Claim brought by aRGL Group Member contrary to the Demerger Principle.

 

**3.4          Indemnity by CSR -Demerger Principle**

 

Subject to any express provision to the contrary in this deed, CSRindemnifies RGL and each RGL Beneficiary against all Claims and Liabilitiesincurred by RGL and each RGL Beneficiary in relation to any Claim brought by aCSR Group Member contrary to the Demerger Principle.

 

**3.5          Demerger Costs**

 

(a)                                  CSR is responsiblefor, and indemnifies RGL and each RGL Beneficiary against, all CSR DemergerCosts.

 

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(b)                                 RGL is responsible forthe RGL Demerger Costs. RGL will procure that a RGL Group Member will pay theRGL Demerger Costs. RGL indemnifies CSR and each CSR Beneficiary against allRGL Demerger Costs.

 

(c)                                  CSR and RGL will, actingreasonably, determine which of the costs associated with the Demerger and whichcome within the classes of costs listed in parts 1 and 3 of schedule 3 are theresponsibility of:

 

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

 

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

 

(d)                                 In the financial yearin which the Demerger becomes Effective, CSR and the appropriate RGL GroupMembers will each raise accruals and provisions as appropriate for the demergercosts for which they are responsible.

 

**3.6           Liability relating to the SchemeBooklet etc.**

 

(a)                                  Subject to clause13.3, CSR agrees to indemnify and keep indemnified, RGL and each RGL Beneficiaryagainst Liabilities incurred by RGL and each RGL Beneficiary arising from, orin connection with, any Claim made against RGL or a RGL Beneficiary arisingfrom, or in connection with, any failure of the:

 

(1)                                  Scheme Booklet;

 

(2)                                  Listing Memorandum;or

 

(3)                                  Marketing Material,

 

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

 

(b)                                 Subject to clause13.3, RGL agrees to indemnify and keep indemnified, CSR and each CSR Beneficiaryagainst Liabilities incurred by CSR and each CSR Beneficiary arising from, orin connection with, any Claim (including any claim made by any director of RGLpursuant to any indemnity agreement between that director and CSR) made againstCSR or a CSR Beneficiary arising from, or in connection with, any failure ofthe:

 

(1)                                  Scheme Booklet;

 

(2)                                  Listing Memorandum;or

 

(3)                                  Marketing Material,

 

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

 

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**3.7          Composition ofRGL Board and conduct of affairs of RGL**

 

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

 

(a)                                  appoint or remove any director of RGL norwill it take any step prior to the Effective Date the effect of which would beto appoint or remove a director of RGL on or after the Effective Date; or

 

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

 

**3.8          “Readymixproperties” to be retained by CSR**

 

(a)                                  Notwithstanding anything else in this deedother than clause 3.8(c), the CSR Group will own and have the entire economicbenefit, commercial risk and (subject to clause 13.3) Liabilities (includingenvironmental contamination) arising from or running with the land described inSchedule 4.

 

(b)                                 For the avoidance of doubt, in accordancewith the Demerger Principle, the RGL Group will have the entire economicbenefit, commercial risk and Liabilities of any quarrying or other businesspreviously conducted at the properties described in Schedule 4 as a Former RGLBusiness except to the extent:

 

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

 

(2)                                  set out in clause 13.3.

 

**4              General Warranties byRGL**

 

**4.1          GeneralAcknowledgement, Warranties and Release by RGL Group**

 

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

 

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

 

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

 

inrelation to:

 

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

 

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

 

(e)                                  the Scheme, Demerger Dividend and CapitalReduction; or

 

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

 

exceptas expressly provided for or conferred in, or in relation to a breach of, aTransaction Document.

 

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**4.2          FurtherAcknowledgement, Warranties and Release by RGL Group**

 

Tothe extent not excluded by law and without limiting the generality of clause4.1 but subject to clause 3.6, each RGL Group Member expressly:

 

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

 

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

 

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

 

**4.3          No reliance by RGL**

 

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

 

**4.4          Indemnity by RGL –Actions contrary to this clause 4**

 

RGLindemnifies CSR and each CSR Beneficiary against all Claims and Liabilitiessuffered or incurred by CSR and each CSR Beneficiary in relation to any Claimbrought by a RGL Beneficiary contrary to the provisions of this clause 4.

 

**4.5          Indemnity by RGL**

 

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

 

(b)                                 The indemnity in clause 4.5(a) shall notapply to liabilities arising from any written opinion from the CSR Adviserexpressly addressed to a RGL Beneficiary or upon which the CSR Adviser hasauthorised in writing a RGL Beneficiary to rely.

 

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

 

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**5              General Warranties byCSR**

 

**5.1         General Acknowledgement, Warrantiesand Release by CSR Group**

 

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

 

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

 

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

 

inrelation to:

 

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

 

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

 

(e)                                  the Scheme, the Demerger Dividend and CapitalReduction; or

 

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

 

exceptas expressly provided for or conferred in, or in relation to a breach of, aTransaction Document.

 

**5.2          FurtherAcknowledgement, Warranties and Release by CSR Group**

 

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

 

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

 

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

 

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

 

**5.3          No reliance by CSR**

 

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

 

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

 

**5.4****                              ****Indemnity by CSR – Actionscontrary to clause 5**

 

CSR indemnifies RGL and each RGL Beneficiary against all Claims andLiabilities suffered or incurred by RGL and each RGL Beneficiary in relation toany Claim brought by CSR or a CSR Beneficiary contrary to the provisions ofthis clause 5.

 

**5.5****                              ****Indemnity by CSR**

 

(a)                                  Subjectto clause 5.5(b), CSR indemnifies the RGL Adviser against all Claims andLiabilities suffered or incurred by the RGL Adviser in relation to any Claimbrought against the RGL Adviser by a CSR Beneficiary arising from, or inconnection with, the Demerger.

 

(b)                                 Theindemnity in clause 5.5(a) shall not apply to liabilities arising from anywritten opinion from the RGL Adviser expressly addressed to a CSR Beneficiaryor upon which the RGL Adviser has authorised in writing a CSR Beneficiary torely.

 

(c)                                  Nothingin this clause 5.5 affects the liability of a RGL Adviser to RGL under the RGLAdviser’s terms of engagement with RGL.

 

**6              InternalRestructure and exclusions from this deed**

 

**6.1****                              ****Internal Restructure**

 

The parties acknowledge that:

 

(a)                                  theRGL Group has been, or is to be, restructured pursuant to the InternalRestructure Documents in accordance with the Demerger Principle with theintention that assets owned or controlled by the CSR Group which are necessaryfor, or used by, the RGL Group to operate the RGL Businesses, and (subject toclause 13.3) Liabilities in relation to the RGL Businesses, are held by or aretransferred to the appropriate RGL Group Member or otherwise dealt with bytransitional arrangements agreed between the parties;

 

(b)                                 theCSR Group has been, or is to be, restructured pursuant to the InternalRestructure Documents in accordance with the Demerger Principle with theintention that assets owned or controlled by the RGL Group which are necessaryfor, or used by, the CSR Group to operate the CSR Businesses, and (subject toclause 13.3) Liabilities in relation to the CSR Businesses, are held by or havebeen transferred to the appropriate CSR Group Member or otherwise dealt with bytransitional arrangements agreed between the parties;

 

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

 

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

 

(2)                                  topromptly notify the other of such assets, businesses, Contracts and IntellectualProperty and to promptly do all things, including obtaining any Third Partyconsents to the transfer or grant of rights or which are required because ofany change of control, the Capital Reduction or the Demerger, and execute anddeliver all further documents necessary to give full effect to all suchtransfers and the grant of all such rights including procuring that any CSRGroup Member or RGL Group Member (as applicable) do the same;

 

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

 

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

 

**6.2****                              ****Contracts**

 

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

 

(a)                                  ensurethat, at the cost of the RGL Group, from the Effective Date the RGL Groupobtains the full benefit of and all risks associated with all Contracts whichin accordance with the Demerger Principle are to be, or should be, novated or assignedto the RGL Group;

 

(b)                                 obtain,at the cost of the RGL Group, all Third Party Consents required for thenovation or assignment of Contracts to the RGL Group referred to in clause6.2(a) or Third Party Consents for the same required because of any change ofcontrol, the Capital Reduction or the Demerger;

 

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(c)                                  ensurethat, at the cost of the CSR Group, from the Effective Date the CSR Groupobtains the full benefit of and all risks associated with all Contracts, whichin accordance with the Demerger Principle are to be, or should be, novated orassigned to the CSR Group; and

 

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

 

**6.3****                              ****Indemnityby RGL – breach of agreements**

 

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

 

**6.4****                              ****Indemnityby CSR – breach of agreements**

 

Subjectto clause 13.3, CSR indemnifies each RGL Group Member against all Claims andLiabilities incurred by a RGL Group Member in relation to a breach by a CSRGroup Member of a Transaction Document, excluding the Transition and SharedServices Agreement, provided that where any Transaction Document limits orexcludes the liability of the relevant CSR Group Member in relation to suchbreach, the liability of CSR under this clause 6.4 shall also be so limited orexcluded.

 

**6.5****                              ****Exclusionsfrom this deed**

 

Notwithstandingany provision of this deed, CSR and each CSR Group Member and RGL and each RGLGroup Member acknowledge and agree that the arrangements between each of themarising from the Internal Restructure and the Demerger in relation to:

 

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

 

(b)                                 common law or statutory workers’ compensationclaims;

 

(c)                                  the transfer of employees from:

 

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

 

(2)                                  the RGL Group to the CSR Group,

 

includingin relation to superannuation or any employee entitlements whether pursuant tostatute or common law or any employee incentive arrangements;

 

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

 

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

 

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

 

**7              RGL****assets****- Transfers after Effective Date**

 

**7.1****                              ****Noticeof transfer - CSR to RGL**

 

If on or before the End Date a CSR Group Member or a RGL Group Memberbecomes aware that an asset (excluding any asset to which a RGL Group Memberhas access to, or rights in respect of, under the Transition and SharedServices Agreement or any other specific agreement or which is an assetexpressly excluded from transfer to the RGL Group under the InternalRestructure Documents) owned by the CSR Group that it believes forms part of,or is required to conduct, the RGL Businesses, or that it believes formed partof, or was required to conduct, a Former RGL Business, or in the case ofIntellectual Property, which it believes has been developed or procured forapplication within the RGL Businesses or was used in relation to the RGLBusinesses, or which it believes was developed or procured for applicationwithin a Former RGL Business or was used in relation to a Former RGL Business,was not transferred or assigned, or appropriate rights (including a licence)with respect to that asset were not granted, to a RGL Group Member on or beforethe Effective Date, the CSR Group Member or the RGL Group Member must so notifyCSR and RGL as soon as possible thereafter and in any event prior to the EndDate.

 

**7.2****                              ****Transferof assets - CSR to RGL**

 

(a)                                  Onreceipt or provision of a notice issued under clause 7.1, CSR must promptlydetermine whether to transfer, assign or grant rights (including a licence)over the asset to the relevant RGL Group Member acting reasonably, havingregard to:

 

(1)                                  theDemerger Principle;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(b)                                 IfCSR determines to transfer, assign or grant rights over an asset to a RGL GroupMember, after having complied with clause 7.2(a), CSR and RGL must negotiate ingood faith, and then implement, the terms of transfer or assignment or the formof the grant of rights having regard to:

 

(1)                                  the DemergerPrinciple;

 

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

 

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

 

(4)                                  theTax implications of the manner of implementing the transfer, assignment orgrant of rights;

 

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

 

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

 

(c)                                  Nothingin this clause requires CSR to act or not act in a particular way if as aconsequence of so doing, CSR would be exposed to any Claims or Liabilities forwhich it is not indemnified by RGL.

 

**7.3****                              ****Futurearrangements for assets**

 

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

 

**8****                                        ****CSRassets - Transfers after Effective Date**

 

**8.1****                              ****Noticeof transfer - RGL to CSR**

 

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

 

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(a)                                  wastransferred or assigned, or rights (including a licence) with respect to thatasset were granted, to a RGL Group Member in error; or

 

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

 

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

 

**8.2****                              ****Transfer of assets - RGL toCSR**

 

(a)                                  Onreceipt or provision of a notice under clause 8.1, RGL must promptly determinewhether to transfer or assign the asset, relinquish the rights (including alicence) granted in relation to the asset or grant rights (including a licence)over the asset, to the relevant CSR Group Member acting reasonably, havingregard to:

 

(1)                                  theDemerger Principle;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(b)                                 IfRGL determines to transfer or assign the asset, or grant or relinquish rightsin relation to an asset to a CSR Group Member after having complied with clause8.2(a), RGL and CSR must negotiate in good faith, and then implement, the termsof transfer or assignment or the form of the grant or relinquishment of rights(including a licence) having regard to:

 

(1)                                  theDemerger Principle;

 

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

 

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

 

(4)                                  theTax implications of the manner of implementing the transfer, assignment orgrant or relinquishment of rights;

 

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

 

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

 

(c)                                  Nothingin this clause requires RGL to act or not act in a particular way if as aconsequence of so doing, RGL would be exposed to any Claims or Liabilities forwhich it is not indemnified by CSR.

 

**8.3****                              ****Futurearrangements for assets**

 

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

 

**9****                                        ****RGLContracts and Shared Contracts - Transfers after the Effective Date**

 

**9.1****                              ****Noticeregarding Contracts and Shared Contracts**

 

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

 

(a)                                  aContract that it believes relates to, or is required to conduct, the RGLBusinesses or which related to, or was required to, conduct a Former RGLBusiness (excluding any Contract which is a subject of an Internal RestructureDocument or which is a Contract that is expressly excluded from transfer to theRGL Group under the Internal Restructure Documents) was not novated orassigned, or it believes that appropriate rights with respect to such Contractwere not granted, to a RGL Group Member; or

 

(b)                                 thetreatment of a Shared Contract to which a CSR Group Member is a party and noRGL Group Member is a party was not provided for in the Transition and SharedServices Agreement,

 

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

 

**9.2****                              ****Dealingwith Contracts identified later**

 

(a)                                  Onreceipt or provision of a notice issued under clause 9.1, CSR must promptlydetermine whether to grant rights over, novate or assign to the relevant RGLGroup Member or otherwise deal with, the relevant Contract, acting reasonablyhaving regard to:

 

(1)                                  theDemerger Principle;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(1)                                  the Demerger Principle;

 

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

 

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

 

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

 

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

 

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

 

**9.3****                              ****FutureArrangements for Contracts**

 

NoCSR Group Member or RGL Group Member may notify CSR or RGL in accordance withclause 9.1 after the End Date. Notwithstanding this clause 9.3, CSR mustcontinue to comply with clause 9.2 in respect of any notification given in accordancewith clause 9.1 prior to or on the End Date.

 

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**10****                                 ****CSRContracts and Shared Contracts - Transfers after the Effective Date**

 

**10.1****                       ****Notice regarding Contractsand Shared Contracts**

 

Ifon or before the End Date a CSR Group Member or a RGL Group Member becomesaware that on or before the Effective Date:

 

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

 

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

 

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

 

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

 

**10.2****                       ****Dealing with Contractsidentified later**

 

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

 

(1)                                  the Demerger Principle;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(1)                                  the Demerger Principle;

 

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

 

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

 

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

 

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

 

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

 

**10.3****                       ****Future Arrangements forContracts**

 

NoCSR Group Member or RGL Group Member may notify CSR or RGL in accordance withclause 10.1 after the End Date. Notwithstanding this clause 10.3, RGL mustcontinue to comply with clause 10.2 in respect of any notification given inaccordance with clause 10.1 prior to or on the End Date.

 

**11****                                 ****RGLGroup Liabilities**

 

**11.1****                       ****Acceptance of Liabilities**

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

**11.2****                       ****RGLIndemnity**

 

RGL indemnifies CSR and each CSR Beneficiary against all Claims andLiabilities incurred by CSR and a CSR Beneficiary in relation to any Liabilitywhich is (and to the extent it is) the responsibility of RGL pursuant to clause11.1.

 

**12****                                 ****CSRGroup Liabilities**

 

**12.1****                       ****Acceptanceof Liabilities**

 

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

 

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

 

(1)                                  wherethe assignment to, or assumption by, a CSR Group Member of such Liability wasexpressly excluded by a Transaction Document;

 

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

 

(3)                                  tothe extent set out in clause 13.3.

 

**12.2****                       ****CSRIndemnity**

 

CSR indemnifies RGL and each RGL Beneficiary against all Claims andLiabilities incurred by RGL and a RGL Beneficiary in relation to any Liabilitywhich is (and to the extent it is) the responsibility of CSR pursuant to clause12.1.

 

**13****                                 ****Indemnitiesand Claims management**

 

**13.1****                       ****General**

 

(a)                                  Inthis clause 13:

 

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

 

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

 

(3)                                  **Loss**means any injury or damage alleged to haveoccurred as a result of an alleged tort, breach of contract or law or any otheract or omission of the Indemnifying Party;

 

(4)                                  **Insurance Claim**means:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(d)                                 Subject only to this clause 13, it is notnecessary for a party to incur expense or to make any payment before enforcinga right of indemnity conferred by this deed.

 

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

 

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

 

(2)                                  the costs associated with such Claims.

 

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

 

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

 

**13.2****                       ****Indemnity**

 

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

 

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

 

(c)                                  If:

 

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

 

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

 

(B)                                anindemnity contained in another provision of this deed or another TransactionDocument (**Other Indemnity**); and

 

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

 

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

 

**13.3****                       ****Indemnitiesand assumptions net of insurance**

 

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

 

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

 

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theIndemnified Party from any third party under an Insurance Claim in relation tothe Claim or Liability; and

 

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

 

andthe parties agree that each Transaction Document:

 

(c)                                  shall be construed, accordingly; and

 

(d)                                 is amended to the extent necessary to give thiseffect.

 

**13.4****                       ****Notificationof Claim**

 

(a)                                  RGL undertakes:

 

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

 

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

 

(b)                                 CSR undertakes:

 

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

 

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

 

**13.5****                       ****InsuranceClaim**

 

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

 

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reasonablybe made in relation to the Claim or potential Claim unless after good faithconsultation between the Indemnified Party and the Indemnifying Party, theIndemnifying Party determines that an Insurance Claim should not be made inrelation to the Claim or potential Claim.

 

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

 

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

 

**13.6****                       ****Responsibility****for Claims**

 

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

 

(1)                                  the nature and seriousness of the Claim;

 

(2)                                  the nature of any applicable Insurance Claim;

 

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

 

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

 

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

 

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

 

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

 

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

 

(b)                                 Notwithstanding the conduct of any applicableInsurance Claim or which of the Indemnified Party or Indemnifying Party isresponsible for the conduct of any Claim, the Indemnifying Party in relation toany Claim (including any Claim which exists on or before the Effective Date)will be

 

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

 

(c)                                  Subject to clause 13.12, the IndemnifyingParty:

 

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

 

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

 

tothe extent that such expenses are recovered by the Indemnified Party pursuantto the Insurance Claim.

 

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

 

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

 

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

 

(e)                                  If:

 

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

 

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

 

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

 

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

 

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

 

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

 

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(f)                                    The Senior Counsel referred to in clause13.6(e)(iv) is to be appointed by agreement between the parties or, if theparties are unable to agree within 3 Business Days after a person first beingsuggested by a party, appointed by the President of the Bar Association of NewSouth Wales upon the application of either party. The costs of the Senior Counselare to be shared equally between the parties. The decision of the SeniorCounsel shall be final andbinding in respect of which party is responsible for the conduct of the Claimand the associated Insurance Claim, but shall not, for the avoidance of doubt,constitute a determination of the actual liabilities of the parties in respectof the Claim.

 

(g)                                 If the parties determine in accordance withthis clause 13.6 that the Indemnified Party is to conduct a Claim, then theIndemnified Party is to conduct that Claim in accordance with this clause 13except, for the avoidance of doubt, the Indemnified Party must not admitliability in respect of, or settle or compromise that Claim without the priorwritten consent of the Indemnifying Party under clause 13.9. For the avoidanceof doubt, this clause 13.6(g) shall not prevent the Indemnified Party admittingliability in respect of, or settling or compromising, a Claim, the conduct ofwhich it has assumed or continued under clause 13.9(c).

 

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

 

**13.7****                       ****Conductof Claims – Responsible Party**

 

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

 

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

 

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

 

(3)                                  take all reasonable action:

 

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

 

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

 

in relation to the Claim.

 

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

 

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

 

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

 

**13.8****                       ****Conductof Claims – Other Party**

 

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

 

(a)                                  noneof the Other Party or its Beneficiaries will admit, compromise, settle or pay aClaim, or to take any other steps which may in any way prejudice the defence orchallenge of the same, including the discontinuation of any proceeding orappeal instituted or defended by the Responsible Party whether or not in thename of the Other Party or any of its Beneficiaries without the prior writtenconsent of the Responsible Party;

 

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

 

(c)                                  theOther Party and its Beneficiaries will do all things reasonably necessary toenable the Responsible Party to conduct any Claim in accordance with thisclause 13;

 

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

 

(e)                                  theOther Party must ensure that the Responsible Party and its Representatives aregiven reasonable access to any Representatives of the Other Party or itsBeneficiaries for the purposes of assessing any Claim or in relation to anyaction taken or proposed to be taken in relation to such Claim; and

 

(f)                                    theOther Party must ensure that neither it nor any of its Beneficiaries or theirRepresentatives do or cause to be done anything in relation to a Claim which islikely to compromise or prejudice the Responsible Party’s rights under thisclause 13.

 

**13.9****                       ****Settlementsand compromises**

 

(a)                                  If:

 

(1)                                  anoffer of settlement or compromise is made to the Indemnified Party orIndemnifying Party in respect of an Insurance Claim or a Claim to which thisclause 13 relates; or

 

(2)                                  theIndemnified Party or Indemnifying Part proposes to make an offer of settlementfor an Insurance Claim or a Claim to which this clause 13 relates,

 

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(each a **Settlement Offer)**

 

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

 

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

 

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

 

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

 

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

 

(2)                                  if the Settlement Offer relates to anInsurance Claim, the Indemnifying Party’s Liability in respect of thatInsurance Claim and associated Claim shall be reduced by the amount for whichthe Insurance Claim could have been settled at the time the Indemnifying Partygave notice under clause 13.9(c) (and the Indemnifying Party shall be under noobligation to make any further Advance under clause 13.12 in respect of theInsurance Claim).

 

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

 

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writtenconsent of the Indemnified Party which shall not be unreasonably withheld ordelayed.

 

**13.10****                ****Excluded Claims**

 

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

 

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

 

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

 

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

 

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

 

(2)                                  the RGL Group to the CSR Group,

 

includingin relation to superannuation or any employee entitlements whether pursuant tostatute or common law or any employee incentive arrangements;

 

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

 

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

 

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

 

**13.11****                ****US litigation**

 

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

 

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

 

(c)                                  Nothing in this deed precludes CSR from alteringits strategy in relation to US asbestos litigation provided that it reasonablybelieves such alteration

 

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isin the best interests of the relevant CSR Group Member and will not materiallyprejudice the RGL Group. CSR will give RGL reasonable notice and informationprior to CSR making such a change in strategy. The notice from CSR will includesuch information as CSR reasonably considers that RGL reasonably requires tounderstand the change in strategy. CSR and RGL must use their best endeavours(including attempting to identify methods of passing information) to ensurethat any legal professional privilege, attorney-client privilege, work productprivilege or similar privilege which applies to any such notice, or any otherdocument, is not waived, extinguished or lost, because of such notice beingprovided by CSR (and CSR shall not be required to provide information to theextent its provision causes legal professional privilege, attorney-client privilege,work product privilege or similar privilege which would otherwise apply to bewaived, extinguished or lost).

 

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

 

(1)                                  first, New Jersey litigation costs shall bereimbursed and if the Litigation payment is not sufficient to fully reimburseall such parties for such costs and disbursements, CSR Group Members and RGLGroup Members shall share the Litigation payment in accordance with theproportion in which each CSR Group Member and each RGL Group Member hasactually paid or incurred (including under an indemnity) such total costs anddisbursements; and

 

(2)                                  if the Litigation payment exceeds the amountsreimbursed under clause 13.1 l(d)(l), each CSR Group Member and each RGL GroupMember shall share the balance of the Litigation payment in accordance with theproportion in which as at the Effective Date they have actually paid orincurred (including under an indemnity) the Loss to which the Litigationpayment relates.

 

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

 

**13.12****                ****Loan**

 

(a)                                  Subject to clause 13.9(d) and withoutaffecting the rights and obligations of the Indemnified Party in respect of anyapplicable Insurance Claim, the Indemnifying Party shall upon request advance **(Advance)** to the Indemnified Party:

 

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

 

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

 

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

 

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

 

(2)                                  it is finally agreed or finally determined bya court of competent jurisdiction (after all available appeals have beenexhausted) that the cost, expense or amount payable to which the Advance (or relevantpart of the Advance) relates is not properly recoverable by the IndemnifiedParty from the Indemnifying Party.

 

(c)                                  When making a request under clause 13.12(a),the Indemnified Party must provide reasonable details of the costs, expenses oramount payable to which the requested Advance relates and evidence reasonablysatisfactory to the Indemnifying Party that the costs, expenses or amountssatisfy the requirements of clause 13.12(a) and are due and payable (or at thetime the moneys are Advanced, will be due and payable) by the IndemnifiedParty.

 

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

 

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

 

(f)                                    If:

 

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

 

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

 

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bya court of competent jurisdiction (after all available appeals have beenexhausted),

 

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

 

**13.13****                ****Paymentof indemnities**

 

TheIndemnifying Party must, if the Indemnified Party has complied with itsobligations under clause 13 and an Advance has not been made under clause 13.12which covers in full the relevant Liability, pay to the Indemnified Party inimmediately available funds all amounts which are due and payable for which theIndemnified Party is entitled to be indemnified under the relevant TransactionDocument within 7 days of the date on which the Indemnified Party providesevidence satisfactory to the Indemnifying Party, acting reasonably, that theLiability has been incurred.

 

**13.14****                ****PurchasePrice Reduction and Gross up for Indemnities**

 

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

 

(b)                                 Each payment (including refund) in relationto an indemnity in this deed or another Transaction Document or any similarobligation to pay in any Transaction Document which can be attributed to anyRGL Businesses will be made by or to CSR as vendor of the RGL Businesses(including any company) and made by or to the relevant RGL Group Member aspurchaser of the RGL Businesses (including any company) and will be made by wayof appropriate adjustment of the purchase price under the relevant InternalRestructure Document, unless otherwise agreed.

 

(c)                                  If, for any reason, an amount paid **(Payment)** by a RGL Group Member to a CSRGroup Member, or by a CSR Group Member to a RGL Group Member, in relation to anindemnity in this deed or another Transaction Document or any similarobligation to pay in any Transaction Document, is treated as, or gives rise to,assessable income to a CSR Group Member, or RGL Group Member, respectively, onreceipt under any law relating to tax (including, but not limited to, theCapital Gains Tax provisions of the 1997 Tax Act) then, the RGL Group Memberagrees to pay the CSR Group Member, or the CSR Group Member agrees to pay theRGL Group Member, as the case may be, an additional amount under this clauseequal to:

 

 

where:

 

A:                                   is the amount of the Payment;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

**14****                                  Insurance**

 

**14.1****                        General**

 

(a)                                  CSRwill until 31 March 2003:

 

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

 

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

 

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

 

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

 

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

 

(e)                                  On and from 31March 2003:

 

(1)                                  CSR will be solelyresponsible for obtaining and maintaining insurance for CSR Group Members andthe CSR Businesses; and

 

(2)                                  RGL will be solelyresponsible for obtaining and maintaining insurance for RGL Group Members andthe RGL Businesses.

 

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**14.2****                        D&O Insurance**

 

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

 

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

 

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

 

the Directors and Officers Insurance as set out in the Chubb InsuranceCompany of Australia Ltd Directors & Officers Liability and CompanyReimbursement Policy No. 93285524 **(the ChubbPolicy).**

 

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

 

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

 

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

 

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

 

(c)                                  Without limitingclause 14.2(a), CSR must, and must procure that each CSR Group Member must, inrelation to the Directors and Officers Insurance:

 

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

 

(2)                                  exercise all rightsand discretions in relation to its performance under the Directors and OfficersInsurance, to the extent that it affects any RGL Group Member or any directoror officer of any RGL Group Member in accordance with RGL’s reasonabledirections.

 

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

 

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

 

(2)                                  providing allinformation, assistance and co-operation reasonably requested by CSR inrelation to:

 

(A)                              itsperformance under the Directors and Officers Insurance; or

 

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

 

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

 

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**14.3****                        Future Assistance**

 

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

 

**15****                                  Guarantees and Financial support**

 

**15.1****                        Guarantees and financial support infavour of the RGL Group**

 

RGL, subject to clauses 13.3 and 15.2:

 

(a)                                  on and from theEffective Date, indemnifies CSR and any CSR Beneficiary against any Claims andLiabilities in relation to any guarantees, indemnities and other forms offinancial support (other than the Bond Guarantees) including letters of comfortor letters of undertaking, given by CSR or a CSR Beneficiary, or by a financialinstitution at the request of CSR or a CSR Beneficiary, in favour of a ThirdParty in relation to obligations relating to the RGL Businesses or the FormerRGL Businesses or any transaction relating to the RGL Businesses or Former RGLBusinesses (including obligations from which a RGL Group Member is released bya Third Party after the date of this deed but in relation to which a CSR GroupMember remains liable to a Third Party); and

 

(b)                                 must use its bestendeavours (including through the provision of information reasonably requestedby a Third Party, or of guarantees, indemnities, letters of comfort or othersecurity or financial support from RGL Group Members or by the provision of aguarantee by a financial institution at the request of a RGL Group Member) tosecure the release of CSR and any CSR Beneficiary from all of its obligationsin relation to the guarantees, indemnities and other forms of financial supportreferred to in clause 15.1 (a) (other than the Bond Guarantees), with effectfrom the Effective Date.

 

**15.2****                        Exceptions**

 

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

 

(1)                                  a RGL Group Memberand/or any person in relation to the RGL Businesses or under any transactionrelating to the RGL Businesses; and

 

(2)                                  a CSR Group Memberand/or any person in relation to the CSR Businesses or under any transactionrelating to the CSR Businesses,

 

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RGL’s obligation to:

 

(3)                                  indemnify CSR or anyCSR Beneficiary under clause 15.1 (a) against any Claims and Liabilities inrelation to that instrument is confined to Claims and Liabilities to the extentthey:

 

(A)                              arecaused by a RGL Group Member;

 

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

 

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

 

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

 

(A)                              RGL Group Members; and/or

 

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

 

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

 

**15.3****                        Guarantees and financial support infavour of the CSR Group**

 

CSR, subject to clauses 13.3 and 15.4

 

(a)                                  on and from theEffective Date, indemnifies RGL and any RGL Beneficiary against any Claims andLiabilities in relation to any guarantees, indemnities and other forms offinancial support including letters of comfort or letters of undertaking, givenby RGL or a RGL Beneficiary, or by a financial institution at the request ofRGL or a RGL Beneficiary, in favour of a Third Party in relation to obligationsrelating to the CSR Businesses or the Former CSR Businesses or any transactionrelating to the CSR Businesses or Former CSR Businesses (including obligationsfrom which a CSR Group Member is released by a Third Party after the date ofthis deed but in relation to which a RGL Group Member remains liable to a ThirdParty); and

 

(b)                                 must use its bestendeavours (including through the provision of information reasonably requestedby a Third Party, or of guarantees, indemnities, letters of comfort or othersecurity or financial support from CSR Group Members or by the provision of aguarantee by a financial institution at the request of a CSR Group Member) tosecure the release of RGL and any RGL Beneficiary from all of its obligationsin relation to the guarantees, indemnities and other forms of financial supportreferred to in clause 15.3(a), with effect from the Effective Date.

 

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**15.4****                        Exceptions**

 

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

 

(1)                                  a CSR Group Memberand/or any person in relation to the CSR Businesses or under any transactionrelating to the CSR Businesses; and

 

(2)                                  a RGL Group Memberand/or any person in relation to the RGL Businesses or under any transactionrelating to the RGL Businesses,

 

CSR’s obligation to:

 

(3)                                  indemnify RGL or anyRGL Beneficiary under clause 15.3(a) against any Claims and Liabilities inrelation to that instrument is confined to Claims and Liabilities to the extentthey:

 

(A)                               are caused by a CSRGroup Member;

 

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

 

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

 

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

 

(A)                              CSR Group Members; and/or

 

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

 

(b)                                 This clause 15 shallnot apply to any guarantee, indemnity or other forms of financial supportcomprised in or relating to the Bond Guarantees, the bonds referred to in thedefinition of Bond Guarantees and the “Bond Guarantee Indemnity Deed” to beentered into between CSR, RGL and Rinker Materials Corporation on or about thedate of this deed.

 

**15.5****                        Encumbrances**

 

(a)                                  As soon as reasonablypracticable after receiving notice in writing from RGL, CSR must procure andmust procure CSR Group Members to procure the release of any Encumbrance overany asset of a RGL Group Member to the extent that such Encumbrance relates toa Liability of a CSR Group Member or any Liability for which CSR acceptsresponsibility under clause 12.1.

 

(b)                                 As soon as reasonablypracticable after receiving notice in writing from CSR, RGL must procure andmust procure RGL Group Members to procure the release of any Encumbrance overany asset of a CSR Group Member to the extent that such Encumbrance relates toa Liability of a RGL Group Member or any Liability for which RGL acceptsresponsibility under clause 11.1.

 

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**16****                                  Statutory Licences**

 

**16.1****                        Statutory Licences - General**

 

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

 

(a)                                  CSR Group Members toRGL Group Members; and

 

(b)                                 RGL Group Members toCSR Group Members,

 

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

 

(c)                                  notifying therelevant Government Agency or Government Agencies;

 

(d)                                 applying forassignments of relevant Statutory Licences; and

 

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

 

**16.2****                        Release by RGL**

 

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

 

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

 

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

 

in relation to the RGL Group’s delay in obtaining or failure to obtain(whether on desired terms, at all or otherwise) any Statutory Licence, and allLiabilities in respect thereof (other than in respect of a breach of clause16.1).

 

**16.3****                        Release by CSR**

 

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

 

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

 

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

 

in relation to the CSR Group’s delay in obtaining or failure to obtain(whether on desired terms, at all or otherwise) any Statutory Licence, and allLiabilities in respect thereof (other than in respect of a breach of clause16.1).

 

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**17****                                  Tax**

 

**17.1****                        General**

 

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

 

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

 

**17.2****                        Tax assistance**

 

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

 

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

 

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

 

(c)                                  to take copies orphotographs of the records relating to any Tax Claim, at the expense of theother party, provided the other party and its professional advisers give to itsuch undertakings as to confidentiality as it may reasonably require, subjecthowever to any legal obligation upon the other party to produce such records toa Third Party,

 

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

 

**18****                                  Tax Claims**

 

**18.1****                        Indemnity by CSR for Tax Claims**

 

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

 

**18.2****                        Indemnityby RGL for Tax Claims**

 

From the Effective Date but subject to clause 17.1, RGL indemnifieseach CSR Group Member against all CSR Tax Claims and CSR Tax Liabilitiesincurred by that CSR Group Member, except as specifically provided for in thisclause 18.

 

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**18.3****                        Limitation of CSR indemnity**

 

CSR is not required to indemnify a RGL Group Member pursuant to clause18.1 to the extent that the RGL Tax Claim or RGL Tax Liability arises from afailure by the RGL Group Member;

 

(a)                                  to supply, in atimely manner, to CSR such information as is reasonably requested by CSR inrelation to the RGL Tax Claim including a breach by a RGL Group Member ofclause 18.5; or

 

(b)                                 to properly:

 

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

 

(2)                                  claim all or anyportion of any relief, allowance, deduction, credit, rebate or right torepayment; or

 

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

 

**18.4****                        Limitation of RGL indemnity**

 

RGL is not required to indemnify a CSR Group Member pursuant to clause18.2 to the extent that the CSR Tax Claim or CSR Tax Liability arises from afailure by the CSR Group Member:

 

(a)                                  to supply, in atimely manner, to RGL such information as is reasonably requested by RGL inrelation to the CSR Tax Claim including a breach by a CSR Group Member ofclause 18.5;

 

(b)                                 to properly:

 

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

 

(2)                                  claim all or anyportion of any relief, allowance, deduction, credit, rebate or right torepayment; or

 

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

 

**18.5****                        Notice**

 

(a)                                  If a CSR Group Memberbecomes aware of a CSR Tax Claim it must give written notice of it to RGLwithin 10 Business Days after becoming aware.

 

(b)                                 If a RGL Group Memberbecomes aware of a RGL Tax Claim it must give written notice of it to CSRwithin 10 Business Days after becoming aware.

 

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**18.6****                        Obligation to act**

 

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

 

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

 

**18.7****                        Refunds etc.**

 

If, following the making of a payment pursuant to either clause 18.1 or18.2, the Indemnified Party (or a member of that party’s Group) is refunded byway of credit, refund or rebate (including, but not limited to, any amount orcredit received following a successful objection or appeal), all or any part ofthe amount paid pursuant to the indemnity, the Indemnified Party must pay tothe Indemnifying Party, an amount equal to the refund obtained after thededuction of reasonable costs and expenses incurred in obtaining the refund (tothe extent that those costs and expenses have not already been met by theIndemnifying Party).

 

**18.8****                        Expert**

 

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

 

(b)                                 If RGL and CSR cannotwithin 10 days after a dispute arises between them, agree on any amount to bepaid in accordance with this clause 18, they must appoint a Tax expert agreedto by both of them to promptly determine the dispute. The Tax expert must haveat least 10 years experience in relation to Tax matters.

 

(c)                                  If RGL and CSR failto agree on the appointment of a Tax expert under clause 18.8(b) within sevendays of one party requesting appointment of a Tax expert, either RGL or CSR mayrequest the President of the Institute of Chartered Accountants in Australia toappoint a Tax expert with the same expertise referred to above to determine thedispute.

 

(d)                                 If the Tax expertappointed under clauses 18.8(b) or 18.8(c) is unable to carry out thedetermination another Tax expert must be appointed in accordance with clauses18.8(b) or 18.8(c) to determine the dispute.

 

(e)                                  The Tax expertappointed under this clause acts as an expert and not an arbitrator. Thedispute resolution proceedings under this clause are not arbitrationproceedings under the Commercial Arbitration Act 1984 (NSW) or any equivalentlegislation.

 

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

 

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

 

(g)                                 If the dispute cannotbe resolved by the Tax expert on or before the date falling seven days beforethe latest date on which payment in respect of the Tax Claim may lawfully bemade without incurring any further penalty or interest for late payment, thenthe Indemnifying Party must, pending the determination of the Tax expert, payto the Indemnified Party the amount claimed under this clause 18 in respect ofthat Tax Claim, including the disputed amount or amounts.

 

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

 

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

 

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

 

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

 

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

 

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

 

(k)                                  Unless a party hascomplied with this clause, it must not commence court proceedings orarbitration in relation to the dispute about the amount to be paid inaccordance with this clause 18.

 

**19****                                  Business Records**

 

**19.1****                        Retention by RGL - General**

 

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

 

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

 

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

 

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

 

(2)                                  RGL shall make sucharrangements as it considers appropriate for the storage of those records, atCSR’s cost; and

 

(3)                                  RGL shall not berequired to retain any records under this clause 19.1(b) if CSR fails orrefuses to pay that cost,

 

and the parties will, in dealing with records in the manner referred toin this clause have regard to the extent to which legal professional privilegeor similar privilege extends to any record and must use their best endeavoursto avoid doing anything that will cause that privilege to be waived,extinguished or lost by a party in relation to Third Parties. This clause doesnot apply to internal records created after the Effective Date.

 

**19.2****                        Indemnity and release by RGL - BusinessRecords**

 

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

 

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

 

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

 

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

 

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

 

**19.3****                        Retention by CSR**

 

CSR must maintain the records held by the CSR Group at the EffectiveDate which relate to the RGL Group and the RGL Businesses which records are nottransferred to the RGL Group pursuant to a Transaction Document, for a periodof 7 years after the Effective Date and, subject to clause 19.5, allow RGL toaccess and make copies of those records, provided that:

 

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

 

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

 

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

 

(2)                                  CSR shall make sucharrangements as it considers appropriate for the storage of those records, atRGL’s cost; and

 

(3)                                  CSR shall not berequired to retain any records under this clause 19.3(b) if RGL fails orrefuses to pay that cost,

 

and the parties will, in dealing with records in the manner referred toin this clause have regard to the extent to which legal professional privilegeor similar privilege extends to any record and must use their best endeavoursto avoid doing anything that will cause that privilege to be waived,extinguished or lost by a party in relation to Third Parties. This clause doesnot apply to internal records created after the Effective Date.

 

**19.4****                        Indemnity and release by CSR - Business Records**

 

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

 

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

 

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

 

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

 

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

 

**19.5****                        Privileged records**

 

(a)                                  CSR and RGL shalleach use all reasonable efforts to comply with clauses 19.1 and 19.3 withoutwaiving or affecting any legal professional privilege, attorney-clientprivilege, work product privilege or similar privilege that would otherwiseapply.

 

(b)                                 Nothing in clauses19.1, 19.3 or 19.5(a) requires a party to allow the other party access to, orto make copies of, any record where such access or copying would, or would belikely to (in the reasonable opinion of the party who owns the record),constitute a waiver of or otherwise affect any legal professional privilege,attorney-client privilege, work product privilege or similar privilege thatwould otherwise apple.

 

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**20****                                  GST**

 

**20.1****                        Interpretation**

 

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

 

**20.2****                        GST payable**

 

(a)                                  Unless expresslyincluded, the consideration for any supply under or in connection with thisdeed does not include GST.

 

(b)                                 To the extent that anysupply made under or in connection with this deed is a taxable supply, therecipient must pay, in addition to the consideration provided under this deedfor that supply (unless it expressly includes GST) an amount (**additional amount**) equal to the amount ofthat consideration (or its GST exclusive market value) multiplied by the rateat which GST is imposed in relation to the supply. The recipient must pay theadditional amount at the same time as the consideration to which it isreferable.

 

(c)                                  Whenever anadjustment event occurs in relation to any taxable supply to which clause20.2(b) applies:

 

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

 

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

 

**20.3****                        Tax Invoices**

 

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

 

**20.4****                        Reimbursements and similar payments**

 

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

 

**20.5****                        Clawback of GST**

 

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

 

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**21****                                  Confidentiality**

 

**21.1****                        No obligation to provide ConfidentialInformation**

 

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

 

**21.2****                        CSR’s Confidential Information**

 

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

 

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

 

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

 

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

 

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

 

and in any such cases (except paragraph (3)), the discloser must usereasonable endeavours to ensure that any recipient keeps that informationconfidential.

 

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

 

**21.3****                        RGL’s Confidential Information**

 

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

 

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

 

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

 

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

 

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

 

and in any such cases (except paragraph (3)), the discloser must usereasonable endeavours to ensure that any recipient keeps that informationconfidential.

 

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

 

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**21.4****                        Return of Confidential Information**

 

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

 

**22****                                  Dispute Resolution**

 

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

 

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

 

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

 

(1)                                  betweenrepresentatives of the parties at the level of seniority at which the disputearose (**Representatives**);

 

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

 

(3)                                  if the Managers areunable to resolve the dispute after 5 Business Days of the dispute having beenreferred to them, the Managers must refer the dispute to the Chief ExecutiveOfficers of each of the disputing parties; and

 

(4)                                  if the ChiefExecutive Officers of each of the disputing parties fail to resolve the disputewithin 30 days of the dispute having being referred to them, either party maycommence court proceedings in relation to the dispute.

 

(d)                                 This clause does notprevent any disputing party from obtaining any injunctive or declaratory relieffrom a court which in that Party’s reasonable opinion is urgently required.

 

(e)                                  Notwithstanding theexistence of a dispute, the parties must continue to perform their obligationsunder this deed.

 

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**23****                                  General**

 

**23.1****                        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 or any CSRGroup Member:

 
| Address:   |   | Level 1, 9 Help Street, Chatswood, NSW 2067, Australia |
|------------|--------|--------------------------------------------------------|
|       |   |                                                   |
| Attention: |   | The Company Secretary                                  |
|       |   |                                                   |
| Facsimile: |   | +61 2 9235 8055; and                                   |

 

(B)                                if to RGL or any RGLGroup Member:

 
| Address:   |   | Level 8, Tower B, 799 Pacific Highway, Chatswood, NSW 2067 Australia |
|------------|--------|----------------------------------------------------------------------|
|       |   |                                                                 |
| Attention: |   | The Company Secretary                                                |
|       |   |                                                                 |
| Facsimile: |   | +61 2 9412 6666,                                                     |

 

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

 

(2)                                  must be signed by 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;

 

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

 

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

 

but if the delivery or receipt is on a day which is not a Business Dayor is after 4.00 pm (addressee’s time) it is regarded as received at 9.00 am onthe 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)                                 A facsimiletransmission is regarded as legible unless the addressee telephones the senderwithin 3 hours after transmission is received or regarded as received underclause 23.1(a)(3) and informs the sender that it is not legible.

 

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

 

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

 

**23.2****                        Representations and warranties**

 

Each party represents and warrants to theother that:

 

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

 

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

 

(c)                                  **authorisations**: it has taken all necessaryaction to authorise the execution, delivery and performance of this deed inaccordance with its terms;

 

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

 

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

 

(1)                                  any law, regulationor authorisation; or

 

(2)                                  its constitution orother constituent documents.

 

**23.3****                        Reliance on representations**

 

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

 

**23.4****                        Governing law and jurisdiction**

 

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

 

(b)                                 Each of the partiesirrevocably submits to the exclusive jurisdiction of the courts of New SouthWales, Australia.

 

**23.5****                        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 withoutaffecting the legality, validity and enforceability of the other provisions inthis deed.

 

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**23.6****                        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.

 

**23.7****                        Variation**

 

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

 

**23.8****                        Costs and expenses**

 

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

 

**23.9****                        Cumulative rights**

 

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

 

**23.10****                 Assignment**

 

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

 

**23.11****                 Further assurances**

 

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

 

**23.12****                 Entire agreement**

 

This deed supersedes all previous agreementsin relation to its subject matter and embodies the entire agreement between theparties.

 

58

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**23.13****                 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.

 

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

 

The rights, duties and remedies granted orimposed under the provisions of this deed operate to the extent not excluded bylaw.

 

**23.15****                 Attorneys**

 

Each of the attorneys executing this deedstates that the attorney has no notice of the revocation of the power ofattorney appointing that attorney.

 

59

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**Schedule1 - Internal Restructure Documents**

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

•                                          Confirmatorydeed of domain name transfer dated 29 November 2002 between CSR, CSR HumesPty Ltd (in liquidation), The Readymix Group (Australia) Limited (inliquidation) and RHPL.

 

•                                          Deedsof assignment relating to the transfer of international intellectual propertyfrom members of the CSR Group to RHPL.

 

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

 

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

 

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

 

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

 

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

 

60

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

 

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

 

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

 

•                                          Section421 notices dated 29 November 2002 between CSR, RGL and RHPL relating toproperties recorded in the Environmental Management Register.

 

•                                          Section123 notices dated 29 November 2002 between CSR, RGL and RHPL relating toenvironmental licences requiring application under Environmental Protectionlegislation.

 

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

 

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

 

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

 

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

 

•                                          Thedeed of assignment – Partnership Interest and PCA Facility Agreement Interestdated on or about 27 March 2003 between CSR, Readymix Roads Group PtyLimited and RHPL relating to CSR’s partnership interest and PCA FacilityAgreement Interest in the CSR Emoleum Partnership.

 

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

 

61

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

 

•                                          Theshare sale agreement dated 20 March 2003 between CSR Investments PtyLimited and RHPL relating to the sale and purchase of shares in CSR EmoleumServices Pty Limited.

 

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

 

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

 

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

 

•                                          Thedeed of assignment proposed to be signed between CSR and RHPL relating to CSR’sinterest in the Flynn Drive joint venture.

 

•                                          Thedeed of assumption, release and accession dated proposed to be signed betweenCSR, PMR Quarries Pty Limited, Concept Nominees Pty Limited and RHPL relatingto the Flynn Drive joint venture.

 

•                                          Thedeed of assumption, release and consent dated proposed to be signed betweenCSR, Western Australian Land Authority, PMR Quarries Pty Limited, ConceptNominees Pty Limited and RHPL relating to the Flynn Drive joint venture.

 

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

 

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

 

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

 

•                                          Deedof consent dated 17 October 2002 between CSR Investments (Asia) Pty Ltdand Tianjin Building Materials General Supply Corporation for the transfer ofCSR Investments (Asia) Pty Ltd’s shareholding in CSR (Tianjin) Readymix Co Ltdto RHPL.

 

•                                          Assignmentagreement dated 31 October 2002 between CSR Investments (Asia) Pty Ltd andRHPL relating to the assignment of CSR Investments (Asia) Pty Ltd’sshareholding in CSR (Tianjin) Readymix Co Ltd to RHPL.

 

•                                          Deedof consent and novation proposed to be signed between Farley & LewersLimited, Readymixed Concrete Limited, Boral Resources (NSW) Pty Ltd, HansonAustralia Pty Ltd and RHPL relating to the transfer of shares in the PenrithLakes Development Corporation Limited and novation of agreements to RHPL.

 

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

 

62

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

 

•                                          Sharesale agreement dated on or about 27 March 2003 between CSR and RHPL inrelation to the sale and purchase of shares in Ballestrin ConcreteConstructions Pty Limited.

 

•                                          Agencyagreement dated 3 October 2002 between CSR and RHPL.

 

•                                          Agencyagreement dated 29 November 2002 between CSR and RHPL.

 

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

 

•                                          Freeholdproperty transfers relating to properties used in the Readymix and Humesbusinesses or any of the joint ventures or partnership transferred to RHPL.

 

•                                          Deedof consent dated 1 October 2002 between Hanson Australia Pty Limited, CSRInvestments Pty Limited and RHPL relating to the sale of CSRI’s 50% interest inAustralian Cement Holdings Limited to RHPL.

 

•                                          Sharesale agreement dated 3 October 2002 between CSR Investments Pty Limitedand RHPL in relation to the sale of CSRI’s 50% interest in Australian CementHoldings Limited to RHPL.

 

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

 

•                                          Deedof consent to change of control dated 10 March 2003 between HansonAustralia Investments Pty Limited and RHPL relating to RHPL (as a shareholderin Metromix) ceasing to be a member of the CSR group

 

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

 

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

 

•                                          Deedof novation between Etra Pty Ltd as trustee for PF Formation Trust, CSRInvestments Pty Ltd and Readymix Holdings Pty Limited dated 1October 2002.

 

•                                          Deedof novation between PF Concrete (NSW) Pty Limited, Readymix Holdings Pty Limitedand CSR Limited dated 1 October 2003.

 

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

 

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

 

•                                          Promissorynotes to be issued as consideration for the sale of businesses, shares andjoint venture and partnership interests.

 

•                                          Giftof $ 120m from CSR to RGL.

 

63

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•                                          Deedof assignment, assumption, release and accession dated 25 March 2003between CSR Limited, Rinker Group Limited, Mackay Sugar Co-operativeAssociation Limited, ED&F Man New Zealand Limited, ED&F Man Australia PtyLimited, New Zealand Sugar Company Limited, CSR Sugar Investments Pty Limitedand Sugar Australia Pty Limited.

 

•                                          Guaranteeand indemnity dated 25 March 2003 between CSR Limited and ED&F Man NewZealand Limited.

 

•                                          Guaranteeand indemnity dated 25 March 2003 between CSR Limited and Mackay SugarCo-operative Association Limited.

 

•                                          Specificsecurity deed dated 25 March 2003 between Mackay Sugar Co-operativeAssociation Limited, ED&F Man New Zealand Limited, New Zealand SugarCompany Limited and CSR Sugar Investments Pty Limited.

 

•                                          Deedof priority dated 25 March 2003 Mackay Sugar Co-operative AssociationLimited, ED&F Man New Zealand Limited, New Zealand Sugar Company Limitedand CSR Sugar Investments Pty Limited.

 

•                                          Sharesale agreement dated 25 March 2003 between Rinker Group Limited and CSRSugar Investments Pty Limited.

 

•                                          Sharetransfer form dated 25 March 2003 between Rinker Group Limited and CSRSugar Investments Pty Limited.

 

•                                          IThardware sale agreement to be signed on or about 28 March 2003 between CSRLimited and Readymix Holdings Pty Limited.

 

64

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**Schedule2 – Former Businesses**

 

**Part 1 - Former CSR Businesses**

 

(a)                                  Thebusinesses involving the:

 

(1)                                  miningof asbestos;

 

(2)                                  saleof asbestos; or

 

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

 

conducted by the following companies:

 

(A)                              CSRLimited;

 

(B)                                MidalcoPty Limited;

 

(C)                                SeltsamPty Limited;

 

(D)                               AsbestosProducts Pty Limited (in liq);

 

(E)                                 BradfordInsulation Industries Pty Limited;

 

(F)                                 BI(Contracting) Pty Limited;

 

(G)                                BradfordInsulation (SA) Pty Limited (in liq);

 

(H)                               BradfordInsulation (WA) Pty Limited (in liq);

 

(I)                                    ThiessBrothers Pty Limited; and

 

(J)                                   FormicaAustralia Pty Limited.

 

(b)                                 Thefollowing businesses conducted by CSR or CSR Group Members:

 

(1)                                  timber;

 

(2)                                  timberproducts;

 

(3)                                  canefibre products;

 

(4)                                  CCAtimber;

 

(5)                                  Guangzhoukitchens;

 

(6)                                  Sterlandstimber frames;

 

(7)                                  Sydneyroof trusses;

 

(8)                                  Corinthiandoors Asia;

 

(9)                                  Homeunits;

 

(10)                            Oil& Gas exploration and production;

 

(11)                            Synko-Beadex;

 

(12)                            BradfordEnacon;

 

(13)                            BradfordHoldings Inc ;

 

(14)                            BradfordAir;

 

(15)                            ExpandedPolystyrene Systems;

 

(16)                            Fibre-concrete;

 

(17)                            UKplasterboard;

 

65

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(18)                            Govebauxite & alumina;

 

(19)                            minerals:

 

(A)                              tin;

 

(B)                                gold;and

 

(C)                                ironore;

 

(20)                            coalmining;

 

(21)                            researchlaboratories;

 

(22)                            Anticay;

 

(23)                            sugarrefining;

 

(24)                            Fijisugar mills;

 

(25)                            NSWsugar mills;

 

(26)                            OrdRiver sugar mill;

 

(27)                            sugaragency activities;

 

(28)                            Pastoralbusinesses;

 

(29)                            CSRSugar Milling Technology;

 

(30)                            Anchorfoods;

 

(31)                            HebelTaiwan;

 

(32)                            Havelockfoods.

 

**Part 2 - Former RGL Businesses**

 

(a)                                  Thebusinesses conducted by:

 

(1)                                  GoliathCement Holdings Limited;

 

(2)                                  CentralianIndustries; and

 

(3)                                  Farley& Lewers Limited.

 

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

 

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

 

(d)                                 Contractmining.

 

(e)                                  Downergroup.

 

(f)                                    Constructionservices.

 

(g)                                 CSRcontracting.

 

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

 

(i)                                     Asphalt.

 

(j)                                     HumesUK.

 

(k)                                  SouthernAggregates.

 

(1)                                  AmericanAggregates.

 

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(m)                               CSRHorsangchai (Thailand).

 

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**Schedule3 – Demerger Costs**

 

**Part 1 – CSR Demerger Costs**

 

CSR isresponsible for the following costs associated with the Demerger to the extentthat such costs relate to the CSR Group ceasing to carry on the Non-US RGLBusinesses:

 

(a)                                  legalcosts (including stamp duty);

 

(b)                                 costsin relation to investor relations;

 

(c)                                  costsof financial advisers, including ABN AMRO Rothschild and Credit Swiss FirstBoston and other brokers;

 

(d)                                 costsof the independent expert;

 

(e)                                  costsassociated with other expert reports and opinions;

 

(f)                                    costsof the investigating accountant; and

 

(g)                                 costsof obtaining the solvency opinions.

 

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

 

**Part 2 – CSR Demerger Costs**

 

CSR isresponsible for the following costs:

 

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

 

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

 

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

 

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

 

(e)                                  costsassociated with the acquisition and development of IT infrastructure for theCSR Group.

 

**Part 3 - RGL Demerger Costs**

 

A RGL GroupMember is responsible for the following costs associated with the Demerger tothe extent that such costs relate to the raising of equity in RHPL or RGL inrelation to the Demerger:

 

(a)                                  costsof preparing and distributing the scheme booklet;

 

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

 

(c)                                  legalcosts (including stamp duty);

 

(d)                                 costsin relation to investor relations;

 

(e)                                  costsof financial advisers, including ABN AMRO Rothschild and Credit Swiss FirstBoston and other brokers;

 

(f)                                    costsof the independent expert;

 

(g)                                 costsassociated with other expert reports and opinions;

 

(h)                                 costsof the investigating accountant; and

 

(i)                                     costsof obtaining the solvency opinions.

 

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**Part4 - RGL Demerger Costs**

 

A RGL Group Member is responsible for the following costs:

 

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

 

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

 

(c)                                  costsassociated with the development of standard form contracts and terms of tradefor the RGL Group;

 

(d)                                 costsassociated with the acquisition and development of IT infrastructure for theRGL Group;

 

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

 

(f)                                    costsassociated with the rebranding of RGL Group assets;

 

(g)                                 costsassociated with RGL Group Members relocating their offices;

 

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

 

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

 

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

 

(k)                                  costsof issuing new US$ bonds in exchange for existing CSR Finance bonds (i.e., the2025 bonds); and

 

(1)                                  costsof restructuring other banking and financing arrangements for the RGL Group.

 

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**Schedule4 – “Readymix properties” to be retained by CSR**

 

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

 

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

 

(3)                                  “Old Man Valley”,Quarry Road, Hornsby, NSW (volume: 2169, folio: 188, description: Part Portion75);

 

(4)                                  “Old Man Valley”,Quarry Road, Hornsby, NSW (volume: 3172, folio: 189, description: Part Portion75);

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(31)                            Lady’s Walk, FerntreeGully, VIC, (volume: 9235, folios: 295 & 296, description: Part CAs l03A&78);

 

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

 

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

 

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

 

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

 

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

 

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

 

(38)                            Hillside Crescent, FerntreeGully, VIC, (volume: 4925, folio: 984944, description: Part Crown Allotment78);

 

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

 

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

 

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

 

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

 

(43)                            Butlers Road and Lady’sWalk, Ferntree Gully, VIC, (volume: 8502, folio: 071, description: lot 15 onPS6830; volume: 3956, folio: 791163, lot 21 on PS6830 volume: 

 

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3956, folio: 791166, lot 17 on PS6830 volume: 3977, folio: 795336, lot36 on PS6830 volume: 4015, folio: 802816, lot 16 on PS6830; volume: 4054,folio: 810769, lot 19 on PS6830; volume: 4235, folio: 846824, lot 18 on PS6830;volume: 4409, folio: 881698, lot 37 on PS6830; volume: 4850, folio: 969905, lot10 on PS6830);

 

(44)                            Hillside Crescent, FerntreeGully, VIC, volume: 4968, folio: 993426, lots 34 & 35 on PS6830; volume:5085, folio: 1016883, lot 42 on PS6830; volume: 5112, folio: 1022244, lot 38 onPS6830; volume: 5288, folio: 1057488, lot 23 on PS6830; volume: 5438, folio:1087599, lots 39 & 40 on PS6830; volume: 5498, folio: 1099522, lot 22 onPS6830; volume: 7547, folio: 175, lot 40 & 41 on PS6830; volume: 8718,folio: 370, lot 33 & 41 on PS6830; volume: 8785, folio: 010, lots 11-14 onPS6830; volume: 9602, folio: 603, lot 20 on PS6830);

 

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

 

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

 

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

 

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

 

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

 

(50)                            Dwyer and Hopkins Streets(fronts both streets), Boulder, WA, (volume: 1477, folio: 679, description: Lot1654);

 

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

 

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

 

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

 

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

 

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**Executed as a deed:**

 
| **Executed by CSR Limited**  ACN 000 001 276 by its Attorneys who respectively state that at the date of  their execution hereof they have had no notice of the revocation of the Power  of Attorney dated 9 September 1999 and registered in New South Wales  with the Registrar General in Book 4523 No. 229 under the authority of which  they have executed this instrument |   | /s/ G.F. Pettigrew         |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|
| G.F. PETTIGREW                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |                       |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |                       |
| /s/ Chris Bertuch                                                                                                                                                                                                                                                                                                                                                                    |   | /s/ A.B. Carlton           |
| Witness                                                                                                                                                                                                                                                                                                                                                                              |   | A.B. CARLTON               |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |                       |
| Chris Bertuch                                                                                                                                                                                                                                                                                                                                                                        |   |                       |
| Name(Please Print)                                                                                                                                                                                                                                                                                                                                                                   |   |                       |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |                       |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |                       |
| **Executed by Rinker Group Limited**  ABN 53 003 433 118 by its Attorneys who respectively state that at the date  of their execution hereof they have had no notice of the revocation of the  Power of Attorney dated 26 March 2003 under the authority of which they  have executed this instrument                                                                           |   |                       |
| /s/ F.B. Gill                                                                                                                                                                                                                                                                                                                                                                        |
| F B GILL                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |                       |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |                       |
| /s/ David Edward Miller                                                                                                                                                                                                                                                                                                                                                              |   |                       |
| Witness                                                                                                                                                                                                                                                                                                                                                                              |   | /s/ Peter Brooking Abraham |
|                                                                                                                                                                                                                                                                                                                                                                                 |   | PETER BROOKING ABRAHAM     |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |                       |
| DAVID EDWARD MILLER                                                                                                                                                                                                                                                                                                                                                                  |   |                       |
| Name (Please Print)                                                                                                                                                                                                                                                                                                                                                                  |   |                       |

 

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| **Signed sealed and delivered**by  **Readymix Holdings Pty Limited**by: |   |                    |
|-------------------------------------------------------------------------|--------|-------------------------|
|                                                                    |   |                    |
|                                                                    |   |                    |
| /s/ F.B. Gill                                                           |   | /s/ T. R.  Schmitt |
| Director                                                                |   | Secretary               |
|                                                                    |   |                    |
| F B Gill                                                                |   | T R SCHMITT             |
| Name (please print)                                                     |   | Name (please print)     |

 

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